FORM 10-K

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 1997.

                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934.

              For the transition period _______ to _______.

                      Commission File Number: 1-10398


                          GIANT INDUSTRIES, INC.
          (Exact name of registrant as specified in its charter)


            Delaware                                86-0642718
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 Identification No.)


          23733 North Scottsdale Road, Scottsdale, Arizona 85255
            (Address of principal executive offices) (Zip Code)


    Registrant's telephone number, including area code: (602) 585-8888

        Securities registered pursuant to Section 12(b) of the Act:

                                   Name of each exchange
    Title of each class            on which registered
    -------------------            -------------------
Common Stock, $.01 par value       New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act:
                                   None

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendments to this Form 10-K. [X]

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90
days.

                          Yes [X]       No [ ]

     As of February 28, 1998, 10,993,267 shares of the registrant's
Common Stock, $.01 par value, were outstanding and the aggregate
market value of the voting stock held by non-affiliates of the
registrant was approximately $134,400,000 based on New York Stock
Exchange closing prices on February 28, 1998.

                    DOCUMENTS INCORPORATED BY REFERENCE

     Parts of the following documents are incorporated by reference in
Part III of this Form 10-K Report:

     Proxy Statement for Registrant's 1998 Annual Meeting of
Stockholders - Items 10, 11, 12, and 13.
<PAGE>
<PAGE>
                              PART I

ITEMS 1. AND 2.  BUSINESS AND PROPERTIES.

GENERAL

     Giant Industries, Inc., a Delaware corporation ("Giant" or the
"Company"), through its wholly-owned subsidiary Giant Industries
Arizona, Inc. ("Giant Arizona"), is engaged in the refining and
marketing of petroleum products in New Mexico, Arizona, Colorado and
Utah, with a concentration in the Four Corners where these states
adjoin. The Company sells petroleum products through company-operated
retail facilities, independent wholesalers and retailers,
industrial/commercial accounts and sales and exchanges with major oil
companies. In addition, through its wholly-owned subsidiary Phoenix
Fuel Co., Inc. ("Phoenix Fuel"), which was acquired June 3, 1997, Giant
Arizona operates an industrial/commercial petroleum fuels and
lubricants distribution operation including an unattended fleet fueling
("cardlock") operation.

     The Company was incorporated in 1989 and completed its initial
public offering in December 1989. At December 31, 1997, the Company had
10,993,267 shares of outstanding Common Stock. Giant Arizona was
founded in 1961 and operated as a sole proprietorship until
incorporation in the State of Arizona in 1969.

     The Company's long-term strategy is to profitably grow its
refining, retail marketing and other marketing operations through both
selective acquisitions and capital improvements to its existing
operations. This strategy, in part, is designed to increase integration
or control over the distribution of a greater portion of the Company's
refined products through their sale in the Company's retail network.
The Company also intends to increase its market presence in the growing
Southwest market including the Phoenix and Tucson areas. Through
selective acquisitions, the Company may expand into new market regions
outside the Four Corners area where the Company's management believes
it can duplicate its business strategy.

REFINING AND MARKETING

     REFINING

     Giant Arizona owns and operates two refineries. The Ciniza
refinery is located on 880 acres near Gallup, New Mexico, and the
Bloomfield refinery is located on 285 acres near Farmington, New
Mexico. Both of these refineries are geographically located in the Four
Corners area. This area serves as the Company's primary market for its
refined products and as the primary source of its crude oil and natural
gas liquids ("NGLs") supplies.

     Management believes that the technical capabilities of both
refineries, together with the high quality of locally available
feedstocks, enable the Company to achieve refinery yields which are
comparable to that achieved by some larger more complex refineries
located outside of the area. Both refineries are equipped with fluid
catalytic cracking, naphtha hydrotreating, reforming, and LPG recovery
units, as well as diesel hydrotreating and sulfur recovery units to
manufacture low sulfur diesel fuel. The Ciniza refinery utilizes an
alkylation process to manufacture high octane gasoline from its
catalytic cracking unit olefins. The Bloomfield refinery accomplishes
this using a catalytic polymerization unit. The Ciniza refinery is also
equipped with an isomerization unit, which enables it to produce
additional gasoline through the processing of NGLs, and cogeneration
facilities. These processing configurations enable the refineries to
yield in excess of 90% high value products, including gasoline, diesel
fuel and jet fuel, from each barrel of crude oil refined. The
refineries manufacture a product slate that can include 100% unleaded
gasoline and 100% low sulfur diesel fuel.

     Set forth below is data with respect to refinery operations and
the primary refined products produced during the indicated periods.

<TABLE>
<CAPTION>
                                                 Year Ended December 31,
                                          ------------------------------------
                                          1997    1996    1995(1) 1994    1993
                                          ----    ----    ----    ----    ----
<S>                                      <C>     <C>     <C>     <C>     <C>
Feedstock throughput:(2)
  Crude oil                              33,700  34,800  23,700  19,100  20,300
  NGLs and oxygenates                     6,500   5,400   5,000   4,500   5,000
                                         ------  ------  ------  ------  ------
     Total                               40,200  40,200  28,700  23,600  25,300
                                         ======  ======  ======  ======  ======
Crude oil throughput (as a % of total)      84%     87%     83%     81%     80%
Rated crude oil capacity utilized           87%     90%     88%     92%     98%
Refinery margin ($/bbl)                  $ 6.39  $ 6.21  $ 5.13  $ 5.60  $ 6.69
Products:(2)
  Gasoline                               24,800  24,900  18,500  15,200  16,300
  Diesel fuel                            11,000  10,900   7,200   5,200   5,400
  Jet fuel                                  800   1,100     900   1,300   1,800
  Other                                   3,600   3,300   2,100   1,900   1,800
                                         ------  ------  ------  ------  ------
     Total                               40,200  40,200  28,700  23,600  25,300
                                         ======  ======  ======  ======  ======
High Value Products:
  Gasoline                                  62%     62%     65%     64%     65%
  Diesel fuel                               27%     27%     25%     22%     21%
  Jet fuel                                   2%      3%      3%      6%      7%
                                         ------  ------  ------  ------  ------
     Total                                  91%     92%     93%     92%     93%
                                         ======  ======  ======  ======  ======

(1) The 1995 operating data reflects the operations of the Bloomfield
    refinery effective October 4, 1995. The purchase of the Bloomfield
    refinery increased the Company's total rated crude oil refining
    capacity owned by 18,000 bpd.

(2) Average barrels per day ("bpd").
</TABLE>


     Each refinery operating unit requires regular maintenance and
repair shutdowns (referred to as "turnarounds") during which it is not
in operation. Turnaround cycles vary for different units. In general,
refinery turnarounds are managed so that some units continue to operate
while others are down for scheduled maintenance. Maintenance
turnarounds are implemented using refinery personnel as well as some
additional contract labor. Turnaround work proceeds on a continuous 24-
hour basis in order to minimize unit down time. Giant has historically
expensed current maintenance charges and capitalized turnaround costs
which are then amortized over the estimated period until the next
turnaround which is generally twenty-four to forty-eight months
depending on the unit involved.

     In general, a major refinery turnaround is scheduled every four
years. The most recent major turnaround occurred at the Bloomfield
refinery during April and May 1997. During the turnaround, certain
debottlenecking procedures were completed that increased reformer
capacity by approximately 900 bpd. A major turnaround is scheduled for
the Ciniza refinery in the second quarter of 1998. During this
turnaround, the Company intends to complete certain debottlenecking
procedures to increase reformer capacity by approximately 800 bpd. In
1997, minor scheduled reformer and isomerization unit turnarounds at
the Ciniza refinery included certain debottlenecking procedures that
increased capacity by approximately 700 bpd for the reformer and 1,000
bpd for the isomerization unit. Unscheduled maintenance shutdowns also
occur, but the Company believes that the record of both refineries with
respect to unscheduled maintenance shutdowns is generally good compared
with the industry as a whole.

     RAW MATERIAL SUPPLY

     The refineries primarily process a mixture of high gravity, low
sulfur crude oil, condensate and NGLs. The locally produced, high
quality crude oil known as Four Corners Sweet is the primary feedstock
for the refineries. The refineries also supplement their supply of
crude oil with Alaska North Slope ("ANS") crude oil, accessed from the
West Coast through the Company's gathering systems interconnection with
the Four Corners and Texas-New Mexico pipeline systems, which together
can transport approximately 65,000 barrels per day.

     The Company believes that local crude oil production currently
approximates local crude oil demand and that the supply of crude oil
and condensate in the Four Corners has improved as a result of enhanced
recovery programs and increased drilling activities by major oil
companies in the area. Based on projections of local crude oil
availability from the field and current levels of usage of ANS (which
are limited to 1,500 bpd by the refineries' configurations), the
Company believes an adequate supply of crude oil and other feedstocks
will be available from local producers, crude oil sourced through
common carrier pipelines and other sources to sustain refinery
operations for the foreseeable future at substantially the levels
currently being experienced. However, there is no assurance that this
situation will continue. Any significant long-term interruption in
crude oil supply or to the crude oil transportation system would have
an adverse effect on the Company's operations.

     The Company continues to evaluate other supplemental crude oil
supply alternatives for its refineries on both a short-term and
long-term basis. The Company understands that production of ANS has
been declining and is aware of proposals that would, at some time in
the future, eliminate the shipping of ANS through the Four Corners
pipeline system. In the event of a shortage in supply of locally
produced feedstocks and ANS, the Company has identified potential
opportunities for accessing other supplemental crude oil supplies via
the pipelines. The Ciniza refinery also has access to West Texas
Intermediate and other lesser known crude oils by rail, should the need
arise and should economic conditions allow the use of such alternate
crude oils. If additional supplemental feedstocks become necessary, the
Company intends to implement then available alternatives as necessary
and as is most advantageous under the then prevailing conditions. The
Company currently believes that the most desirable strategy to
supplement local crude oil supplies on a long-term basis would be the
delivery of supplemental crude oil from outside of the Four Corners
area by pipeline. Such crude oil may be of lesser quality than locally
available crude oils, and the Company believes such crude oil will
generally have a delivered cost greater than that of locally available
crude oil. Implementation of supplemental supply alternatives may
result in additional raw material costs, operating costs, capital
costs, or a combination thereof in amounts which are not presently
ascertainable by the Company but which will vary depending on factors
such as the specific alternative implemented, the quantity of
supplemental feedstocks required, and the date of implementation.
Implementation of some supply alternatives requires the consent or
cooperation of third parties and other considerations beyond the
control of the Company.

     Crude oil is acquired from a number of sources, including major
oil companies and large and small independent producers, under
arrangements which contain market-responsive pricing provisions. Many
of these arrangements are subject to cancellation by either party or
have terms that are not in excess of one year. In addition, these
arrangements are subject to periodic renegotiation. A portion of the
refineries' purchases are structured as exchange agreements. In such
exchanges, purchases are made in conjunction with matching sales to the
supplier at other domestic locations, as may be negotiated
periodically. The effect of such arrangements is to make a portion of
the cost of the refineries' supply dependent upon market conditions in
other locations, which may differ from those pertaining to the Four
Corners area. In addition, the Company participates in various
government supply programs available to smaller refiners.

     In addition to crude oil, the Ciniza refinery currently has the
capability of processing approximately 6,000 barrels per day of NGLs,
consisting of natural gasoline, normal butane and isobutane. NGLs are
used as gasoline blending components and to supply the isomerization
and alkylation units. NGLs increase the percentage of gasoline and the
octane levels that the refinery can produce, which typically increase
the Company's refining margins. NGLs further enhance refinery margins
because the Company has historically been able to purchase NGLs at a
lower cost per barrel than crude oil. In 1997, the Company undertook
several projects at its refineries that increased its ability to
utilize NGLs and intends to complete additional projects in 1998 to
further its NGL utilization.

     An adequate supply of NGLs is available for delivery to the Ciniza
refinery, primarily through a Company-owned pipeline connecting the
Ciniza refinery to natural gas liquids fractionation plants operated by
third parties. NGLs can also be transported to the Ciniza refinery by
rail or transport truck. The Company currently acquires substantially
all of its NGL feedstocks pursuant to two long-term agreements with
suppliers under which NGLs are made available to the Company at the
fractionation plants. These agreements contain market sensitive pricing
arrangements under which prices are adjusted on a monthly basis.

     OXYGENATES

     Oxygenates are oxygen-containing compounds that can be used as a
motor vehicle fuel supplement to reduce motor vehicle carbon monoxide
emissions. The use of gasoline containing oxygenates has been
government-mandated in a number of metropolitan areas near Giant's
operations.

     On December 12, 1997, the Company completed the sale of its ethanol
processing plant in Portales, New Mexico. Ethanol is an oxygenate which
can be used as a gasoline blending component. The Company temporarily
closed this plant in October 1995 and had planned to reopen the facility
in 1997 but decided to sell the facility when the opportunity arose and
to concentrate on its core business of refining and marketing. The
Company anticipates that it will be able to purchase sufficient
quantities of oxygenates from third parties at acceptable prices for the
foreseeable future.

     TRANSPORTATION

     Crude oil supply for the Ciniza and Bloomfield refineries comes
primarily from the Four Corners area and is either connected by Company
owned pipeline or delivered by Company owned truck transports to
pipeline injection points or refinery tankage. The Company owns about
240 miles of pipeline for gathering and delivery of crude oil to the
refineries. The pipeline system reaches into the San Juan Basin and
connects with common carrier pipelines. The Ciniza refinery receives
NGLs through a 13-mile Company owned pipeline connected to a natural gas
liquids fractionation plant.

     Currently, over 40 Company-owned truck transports are involved in
the collection of crude oil from producing wells to supply the
refineries.

MARKETING AND DISTRIBUTION

     THE FOUR CORNERS MARKET. The Four Corners area is the primary
market area for the Company's refined products. The Company's New Mexico
market includes the greater Albuquerque area, the largest market in New
Mexico. Substantially all of the Company's refined products are
distributed in the Four Corners market. The Company estimates that,
during 1997, its gasoline production was distributed 57% in New Mexico,
28% in Arizona, 10% in Colorado and 5% in Utah; and its diesel
production was distributed 56% in New Mexico, 29% in Arizona, 11% in
Colorado and 4% in Utah. The Company's truck transports support refinery
sales in its primary market as well as its secondary markets. These
vehicles hauled approximately 43% of the refineries' sales barrels in
1997. The balance is transported by customer or common carrier trucking.

     REFINED PRODUCT SALES. During 1997, the Company sold approximately
9,200,000 barrels of gasoline and 4,000,000 barrels of diesel fuel from
its refineries. The Company's retail units sold an equivalent of
approximately 31% of these gasoline and 15% of these diesel sales.
Gasoline and diesel deliveries made through product exchanges with large
oil companies accounted for approximately 14% of the volume sold by the
refineries. The remaining gasoline and diesel sales were made to
wholesalers, retailers and industrial/commercial customers.
Supplementing sales barrels sourced from both refineries were purchases,
for resale, of gasoline and diesel from other sources.

     The Company's other refined products, including military jet fuels,
are marketed to various third party customers.

     RETAIL MARKETING. At December 31, 1997, the Company operated 137
service station/convenience stores located in New Mexico, Arizona,
Colorado and Utah. This was eighty-five more units than in 1996. The
Company also operates a Travel Center located on I-40 adjacent to the
Ciniza refinery near Gallup, New Mexico. The Company's retail units sold
approximately 144,700,000 gallons of gasoline and diesel fuel in 1997
compared to approximately 105,800,000 gallons in 1996, a 37% increase.
Merchandise sales increased approximately 53% in 1997, to $75,000,000
from $49,100,000. The increases were primarily due to an increase in the
number of stores operated by the Company.

     For 1997, same store sales increased 2% for merchandise and
decreased by 3% for gasoline and diesel fuel compared to 1996.

     During 1997, the Company continued to look for acquisition
opportunities to expand its retail marketing. In June, the Company
completed the acquisition of 96 retail units in the Four Corners,
Northern New Mexico and Colorado areas. At the end of the first quarter
of 1998, 18 of these units had either been sold or were closed, leaving
78 operating units. These units are operated under various brand names,
i.e., Thriftway, Gasman, Gasamat, Plateau and Malco. In 1998, the
Company intends to consolidate the number of brands under which it
operates. Also in 1997, a number of new land sites were acquired for
planned growth through construction in 1998.

     In 1998, the Company will continue to look for acquisition
opportunities to expand its retail marketing in areas that are
consistent with its strategic refining and marketing objectives. The
Company also plans to construct thirteen units. This additional growth
is expected to be in the Four Corners and other Arizona and New Mexico
market areas. Additional land sites are also expected to be acquired in
1998, along with the rebuilding or remodeling of several units.

     In September, Giant and Conoco Oil Co. entered into a strategic
branding/licensing agreement that allows the Company to brand approved
gasoline locations with the Conoco gasoline brand. Presently, nine units
(including the Travel Center) are in process of being converted and,
based upon expected improvements in gasoline volumes and gross profit,
additional units will be branded in 1998.

     Many of the Company's service stations are modern, high-volume,
self-service stations. During 1997, the Company remodeled 3 units and
continued its program to install credit card readers in dispensers at
its higher-volume units. New product dispensers were installed at 13
units. The program to upgrade dispensers and card readers is expected to
continue during 1998.

     The Company has executed an agreement to acquire the assets of
Ever-Ready Oil Co., Inc. and a related entity (collectively "Ever-
Ready"). Closing is contingent upon, among other things, due diligence,
various conditions and regulatory approvals. Ever-Ready is an
Albuquerque-based petroleum products distributor that has been in
business for 68 years. Ever-Ready has fuel sales of approximately 5,000
barrels per day and lubricant sales of approximately 1.0 million gallons
per year. The assets include, among other things, twenty-seven retail
service station/convenience stores and ten cardlock fueling operations.
A portion of the assets are subject to rights of first refusal in favor
of third parties. One of these parties has exercised its rights while
another did not. The Company has the option of closing on the remaining
assets or cancelling the purchase.

     The Company has entered into agreements to acquire 33 service
station/convenience stores from Kaibab Industries, Inc.  The retail
units, located throughout Arizona, include 15 in the greater Phoenix
area and 11 in the Tucson market, with the balance located primarily in
southern and eastern Arizona. Other assets in the acquisition include
fuel truck/transports, other related equipment, fuel inventories and
some undeveloped real estate. These units have had sales of
approximately 70 million gallons of refined petroleum products per year.
The acquisition is expected to close in the second quarter of 1998
subject to normal pre-closing conditions, due diligence procedures and
regulatory approvals.

     On February 10, 1998, the Company completed the purchase of the
assets of DeGuelle Oil Company and the stock of DeGuelle Enterprises
(collectively "DeGuelle") for $9,750,000. DeGuelle is a Durango,
Colorado-based petroleum marketing company. Included in the purchase
were seven service station/convenience stores, two cardlock commercial
fleet fueling facilities, a gasoline and diesel storage bulk plant and
related transportation equipment. All of the facilities are located in
southwestern Colorado and will be supplied by the Company's refineries.
In 1997, DeGuelle had sales of approximately 10,000,000 gallons of
gasoline and diesel fuel in addition to 35,000 gallons of lubricants.

     The Company's service stations are augmented with convenience
stores at many locations, which provide items such as general
merchandise, alcoholic and nonalcoholic beverages, fast foods, health
and beauty aids and automotive products.

     As a result of the Thriftway acquisition, the Retail Division
entered into brand name fast food operations in 11 units (7 Taco Bell; 3
Blimpie; 1 A&W). In addition, "The Deli at Giant", Giant's proprietary
fast food operation, now in nine stores, offers a full-scale deli and
fast food menu. The Company evaluates the desirability of including fast
food operations in its retail units on a station by station basis.

     The Company owns and operates a Travel Center adjacent to the
Ciniza refinery on I-40. The Travel Center provides a direct market for
a portion of the Ciniza refinery's diesel production and allows diesel
fuel to be sold at virtually no incremental transportation cost. In the
twelve months ended December 31, 1997, the Company sold approximately
17,700,000 gallons of diesel fuel at the Travel Center (approximately
18% of the Ciniza refinery's total diesel production). The Travel Center
facility includes 18 high volume diesel fuel islands, a large truck
repair facility, and a 29,000 square foot shopping mall. The facility
contains a 265 seat full service restaurant, two large convenience
stores, a 24-hour movie theater, a hair salon and other accommodations
such as showers, laundry, security and lighted parking.

     In late 1997, extensive renovations took place at the Travel Center
to accommodate the establishment of three new major brand fast food
operations. The Company will lease space to two of these operations
(Taco Bell and Pizza Hut), and will be the operator of an A&W Restaurant
operation. It is management's expectation that the interstate traveler
will be attracted to the national brand fast food names and stop for
their food purchase, in addition to their fuel needs. These locations
are expected to open early in the second quarter of 1998.

     PHOENIX FUEL. On June 3, 1997, the Company purchased Phoenix Fuel,
an independent industrial/commercial petroleum products distributor with
current wholesale fuel sales of approximately 17,000 barrels per day and
cardlock fuel sales of approximately 2,000 barrels per day, including
gasoline, diesel fuel, burner fuel, jet fuel, aviation fuel and
kerosene. In addition, Phoenix Fuel distributes approximately 370
barrels per day of oils and lubricants such as motor oil, hydraulic oil,
gear oil, cutting oil and grease.

     Phoenix Fuel has nine bulk petroleum distribution plants, twenty-
two cardlock fueling operations, a lubricant storage and distribution
facility and operates a fleet of forty finished product truck
transports. These assets and related operations are located throughout
the state of Arizona.

     For the seven months of 1997 that the Company owned this operation,
Phoenix Fuel sold approximately 2,700,000 barrels of diesel fuel and
1,400,000 barrels of gasoline. Sales of additional products, including
lubricants and related items, totaled approximately $14,800,000 for
the same period. Most of the fuel sold by Phoenix Fuel is purchased for
resale from other refiners and marketers.

     SOUTHERN ARIZONA MARKET. With the acquisition of Phoenix Fuel, the
Company expanded its market into southern Arizona. With the announcement
of an agreement to acquire the Petroleum Marketing Division of Kaibab
Industries, Inc., the Company may increase its presence in this market.
In addition, the Company expects to construct approximately ten new
units in the Phoenix and Tucson markets in 1998.

EMPLOYEES

     The Company and its subsidiaries employed approximately 2,460
persons on February 28, 1998, including approximately 2,160 full-time
and approximately 300 part-time employees. Approximately 2,090 were
employed in refining and marketing operations including 290 part-time
employees. Of these, 1,390 (including 280 part-time) were employed in
the service station division and 260 (including 6 part-time) were
employed at the Travel Center. Phoenix Fuel employed approximately 210
persons, including 10 part-time. The Company currently has no labor
union employees.

OTHER MATTERS

     COMPETITIVE CONDITIONS

     The industry in which the Company is engaged is highly competitive.
Many of the Company's competitors are large, integrated oil companies
which, because of their more diverse operations, stronger capitalization
and better brand name recognition, may be better able than the Company
to withstand volatile industry conditions, including shortages or
excesses of crude oil or refined products or intense price competition.

     The principal competitive factors affecting the Company's refining
and marketing operations are the quality, quantity and delivered costs
of crude oil, NGLs and other refinery feedstocks, refinery processing
efficiencies, refined product mix, refined product selling prices and
the cost of delivering refined products to markets. Other competitive
factors include the ability of competitors to deliver refined products
into the Company's primary market area by pipeline. The Company's larger
competitors have refineries which are located outside the Four Corners
area but which are larger and more efficient than the Company's
refineries and, as a result, have lower per barrel of crude oil refinery
processing costs. The Company competes with major and larger integrated
oil companies and with independent refiners in Southeastern New Mexico,
West Texas, the Texas Panhandle, Utah, Colorado and Southern California
for selling refined products. Refined products from the Texas and
Southeastern New Mexico refineries can be shipped to Albuquerque, New
Mexico, primarily through two common carrier pipelines, one originating
in El Paso, Texas and the second originating in Amarillo, Texas. In
addition, mergers between large integrated oil companies and upgrades to
competitors refineries have resulted in increased competition.

     The Company is aware of a number of actions, proposals or industry
discussions regarding product pipeline projects that could impact
portions of its marketing areas. One of these projects, the expansion of
the ATA Line (formerly called the Emerald Line) into Albuquerque was
completed in 1997. Another of these announced projects, which would
result in a refined products pipeline from Southeastern New Mexico to
the Albuquerque and Four Corners markets, is reportedly scheduled for
completion in 1998. In addition, various proposals or actions have been
announced to increase the supply of pipeline-supplied products to El
Paso, Texas, which is connected by pipeline to the Albuquerque market to
the north and the Phoenix and Tucson markets to the west. The completion
of some or all of these projects would result in increased competition
by increasing the amount of refined products available in the
Albuquerque, Four Corners and other market areas, as well as allowing
additional competitors improved access to these market areas.

     The principal competitive factors affecting Phoenix Fuel are much
the same as those affecting the Company's refining and marketing
operations except that much of the fuel and all of the lubricants sold
by Phoenix Fuel are purchased for resale from other refiners and
marketers. Phoenix Fuel must compete with others in the marketplace to
purchase the refined products, some of which must meet Maricopa County,
Arizona fuel specifications, and the lubricants that it sells. To be
successful, this must be done at prices that result in margins
sufficient to cover fixed and variable expenses.

     The principal competitive factors affecting the Company's retail
marketing business are location of service stations, product price,
product quality, appearance and cleanliness of service stations and
brand identification.

     REGULATORY, ENVIRONMENTAL AND OTHER MATTERS AFFECTING REFINING
AND MARKETING

     OPERATIONS. The Company's refining and marketing operations are
subject to a variety of federal, state and local health and
environmental laws and regulations governing the discharge of pollutants
into the soil, air and water, product specifications, and the
generation, treatment, storage, transportation and disposal of solid and
hazardous waste and materials. The Company believes that the refineries
are capable of processing currently utilized feedstocks in substantial
compliance with existing, currently effective environmental laws and
regulations. However, environmental laws and regulations are becoming
increasingly stringent, and the Company is aware of laws and regulations
that will become effective in the future which may affect the refining
and marketing industry. The following currently appear to the Company to
be the most significant of such laws and regulations as they relate to
the Company's operations. Where possible, the Company has attempted to
estimate a range of its costs of compliance based upon its current
understanding of such laws and regulations. The current estimates of
costs provided are preliminary only and actual costs may differ
significantly from these estimates.

     The Company is subject to environmental regulations adopted by the
Environmental Protection Agency ("EPA") and state and local
environmental agencies to implement the Clean Air Act Amendments of 1990
(the "Amendments"). Among other things, the Amendments require all major
sources of hazardous air pollutants, as well as certain other sources of
air pollutants, to obtain state operating permits. The permits must
contain applicable federal and state emission limitations and standards
as well as satisfy other statutory requirements. All sources subject to
the permit program must pay an annual permit fee. The Company believes
that operating permits will be required at both of its refineries and
also believes that it will be able to obtain these permits. Although
additional costs will be incurred in connection with these permits, the
Company currently does not believe these costs will be material.

     The Amendments also require EPA to adopt emission standards for
categories of hazardous air pollutant sources. In accordance with this
directive, EPA has adopted emission standards that apply to hazardous
air pollutants emitted by petroleum refineries. The standards are
applicable to emissions from, among other things, process vents, storage
vessels, equipment leaks, wastewater operations and gasoline loading
racks. In 1998, the Company believes its compliance costs will be
approximately $1.1 million, with total compliance costs of approximately
$3.0 million to $3.5 million over the next five years.

     EPA has adopted regulations requiring underground storage tanks
that were installed before December 1988 to be in compliance with
specified standards by December 1998. In particular, steel tanks, and
associated steel piping, must be protected against corrosion and devices
must be in place to prevent tank spills and overfills. Underground
storage tanks that were installed after December 1988 are already
subject to these requirements. The underground storage tanks at all but
twenty-two of the Company's service stations satisfy the 1998 standards.
The Company anticipates that it will make the modifications necessary to
bring all of these stations into compliance with the 1998 standards
during 1998, at a cost of approximately $275,000. In addition, the
Company plans to remove certain underground storage tanks that are not
in compliance with the 1998 standards. The Company expects all such
tanks to be removed in 1998 at a cost of approximately $200,000.

     The Company currently owns and operates six service
station/convenience stores in Maricopa County and, with the acquisition
of Phoenix Fuel and the agreement with Kaibab Industries, Inc., the
Company has acquired or may acquire other retail/wholesale marketing
operations, some of which are also located in Maricopa County. The
Company does not presently manufacture gasoline that satisfies Maricopa
County gasoline specifications. Because the amount of gasoline
manufactured at the Company's refineries and sold in Maricopa County has
been very small, and because the capital costs associated with
manufacturing large quantities of such gasolines would be significant in
amounts not yet determined by the Company, the Company currently does
not intend to make the changes necessary to produce such gasolines. The
Company has the ability to purchase or exchange for these gasolines to
supply its operations in Maricopa County. It is possible that further
legislation or regulation affecting motor fuel specifications may be
adopted that would impact geographic areas in which the Company markets
its products. However, with the exception of Maricopa County, the
Company does not believe that any gasoline currently produced at the
refineries would be subject to the Amendments' Reformulated Gasoline
program, unless a state governor requests that Reformulated Gasoline be
required in certain other areas.

     The Company from time to time needs to obtain new environmental
permits or modifications to existing permits. Although there can be no
guarantee that the Company will be able to obtain all required permits,
the Company does not presently anticipate any unusual problems in
obtaining the necessary permits and permit modifications, nor does it
anticipate any significant problems in connection with the renewal of
existing permits prior to their expiration.

     The Company cannot predict what additional health and environmental
legislation or regulations will be enacted or become effective in the
future or how existing or future laws or regulations will be
administered or interpreted with respect to products or activities to
which they have not been previously applied. Compliance with more
stringent laws or regulations, as well as more vigorous enforcement
policies of regulatory agencies, could have an adverse effect on the
financial position and the results of operations of the Company and
could require substantial expenditures by the Company for the
installation and operation of pollution control systems and equipment
not currently possessed by the Company.

     NOTICES OF VIOLATIONS. Notices of Violations and similar
governmental notices ("NOVs") are issued by governmental authorities and
may allege violations of environmental requirements. The Company is in
receipt of a NOV, dated February 9, 1993, from the New Mexico
Environment Department ("NMED") alleging that the Company failed to
comply with certain notification requirements contained in one of the
permits applicable to the Ciniza refinery's land treatment facility. As
a result, the Company has submitted a proposal for closure of the land
treatment facility. Although the Company expected NMED to approve this
proposal in 1997, approval has not yet been received. The Company
anticipates that NMED will approve the proposal later in 1998. NMED has
indicated that it probably will not require the Company to undertake any
cleanup activities if the land treatment facility is closed, although
periodic monitoring and site maintenance could be required. The Company
has not disposed of any hazardous waste at the land treatment facility
since 1990.

     The Company has received other NOVs from time to time. The Company
has responded or intends to respond to all such matters. The Company
does not believe any such matters to be material.

     DISCHARGES AND RELEASES. Refining, pipeline, trucking and marketing
operations are inherently subject to accidental spills, discharges or
other releases of petroleum or hazardous substances which may give rise
to liability to governmental entities or private parties under federal,
state or local environmental laws, as well as under common law.
Accidental discharges of contaminants have occurred from time to time
during the normal course of the Company's operations, including
discharges associated with the Company's refineries, pipeline and
trucking operations. The Company has undertaken, intends to undertake or
has completed all investigative or remedial work thus far required by
governmental agencies to address potential contamination by the Company.

     The Company anticipates that it will incur remediation costs from
time to time in connection with current and former gasoline service
stations operated by the Company. The Company's experience has been that
such costs generally do not exceed $100,000 per location, and a portion
of such costs may be subject to reimbursement from State underground
storage tank funds.

     The Company has discovered hydrocarbon contamination adjacent to a
55,000 barrel crude oil storage tank that was located in Bloomfield, New
Mexico. The Company believes that all or a portion of the tank and the
5.5 acres owned by the Company on which the tank was located may have
been a part of a refinery, owned by various other parties, that ceased
operations approximately thirty-five years ago. The Company completed a
site investigation in 1995, which indicates that contaminated
groundwater may extend approximately 300 feet south of the property
boundary. Without admitting liability for the contamination, the Company
intends to conduct remediation activities under the oversight of the New
Mexico Oil Conservation Division ("OCD"). The Company has approximately
$250,000 accrued as an environmental reserve in relation to this site.

     Although the Company has invested substantial resources to prevent
and minimize future accidental discharges and to remediate contamination
resulting from prior discharges, there can be no assurance that
accidental discharges will not occur in the future, that future action
will not be taken in connection with past discharges, that governmental
agencies will not assess penalties against the Company in connection
with any past or future contamination, or that third parties will not
assert claims against the Company for damages allegedly arising out of
any past or future contamination.

     FARMINGTON PROPERTY/LEE ACRES LANDFILL. In 1973, the Company
constructed the Farmington refinery which was operated until 1982. The
Company became aware of soil and shallow groundwater contamination at
this facility in 1985. The Company hired environmental consulting firms
to investigate the contamination and undertake remedial action. The
consultants identified several areas of contamination in the soils and
shallow groundwater underlying the Farmington property. A consultant to
the Company has indicated that contamination attributable to past
operations at the Farmington property has migrated off the refinery
property, including a hydrocarbon plume that appears to extend no more
than 1,800 feet south of the refinery property. Remediation activities
are ongoing by the Company under OCD's supervision. The Company had
reserved approximately $1,000,000 for possible environmental
expenditures relating to its Farmington property, of which approximately
$650,000 still remains.

     The Farmington property is located adjacent to the Lee Acres
Landfill (the "Landfill"), a closed landfill formerly operated by San
Juan County which is situated on lands owned by the United States Bureau
of Land Management (the "BLM"). Industrial and municipal wastes were
disposed of in the Landfill by numerous sources. During the period that
it was operational, the Company disposed of office trash, maintenance
shop trash, used tires and water from the Farmington refinery's
evaporation pond at the Landfill.

     The Lee Acres Landfill was added to the National Priorities List as
a Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") Superfund site in 1990. In connection with this listing, EPA
defined the site as the Landfill and the Landfill's associated
groundwater plume. EPA excluded any releases from the Farmington
refinery itself from the definition of the site. In May 1991, EPA
notified the Company that it may be a potentially responsible party
under CERCLA for the release or threatened release of hazardous
substances, pollutants or contaminants at the Landfill.

     In September 1996, the BLM made its proposed plan of action for the
Landfill available to the public. Remediation alternatives examined by
the BLM in connection with the development of its proposed plan ranged
in projected cost from no cost to approximately $14.5 million. The BLM
is proposing the adoption of a remedial action alternative that it
believes would cost approximately $3.9 million to implement.

     The BLM's $3.9 million cost estimate is based on certain
assumptions which may or may not prove to be correct and is contingent
on confirmation that remedial actions, once implemented, are adequately
addressing Landfill contamination. For example, if assumptions regarding
groundwater mobility and contamination levels are incorrect, the BLM is
proposing to take additional remedial actions with an estimated cost of
approximately $1.8 million.

     The BLM has received public comment on its proposed plan. The
Company understands that the final remedy for the site has not been
selected and that the BLM, EPA and NMED will all be involved in the
remedy selection process.

     Based on current information, the Company does not believe it needs
to record a liability in relation to the BLM's proposed plan. In 1989, a
consultant to the Company estimated, based on various assumptions, that
the Company's potential liability could be approximately $1.2 million.
This figure was based upon estimated Landfill remediation costs
significantly higher than those being proposed by the BLM. The figure
was also based on the consultant's evaluation of such factors as
available clean-up technology, the BLM's involvement at the site and the
number of other entities that may have had involvement at the site. The
consultant, however, did not conduct an analysis of any potential legal
defenses and arguments including possible setoff rights. Potentially
responsible party liability is joint and several, such that a
responsible party may be liable for all of the clean-up costs of a site
even though the party was responsible for only a small part of such
costs. Actual liability, if any, may differ significantly from the
consultant's estimate.

     The BLM may assert claims against the Company and others for
reimbursement of investigative, cleanup and other costs incurred by the
BLM in connection with the Landfill and surrounding areas. It is also
possible that the Company will assert claims against the BLM in
connection with contamination that may be originating from the Landfill.
Private parties and other governmental entities may also assert claims
against the BLM, the Company and others for property damage, personal
injury and other damages allegedly arising out of any contamination
originating from the Landfill and the Farmington property. Parties may
also request judicial determination of their rights and
responsibilities, and the rights and responsibilities of others, in
connection with the Landfill and the Farmington property. Currently,
however, there is no outstanding litigation against the Company by the
BLM or any other party.

     BLOOMFIELD REFINERY. In connection with the acquisition of the
Bloomfield refinery, the Company assumed certain environmental
obligations including Bloomfield Refining Company's ("BRC") obligations
under an Administrative Order issued by EPA in 1992 pursuant to RCRA
(the "Order"). The Order required BRC to investigate and propose
measures for correcting any releases of hazardous waste or hazardous
constituents at or from the Bloomfield refinery. The Company originally
established an environmental reserve of $2.25 million in connection with
this matter, of which approximately $2.0 million still remains.

     RIGHTS-OF-WAY. Certain irregularities in title may exist with
respect to a limited number of the Company's rights-of-way or franchises
for its crude oil pipeline gathering system. The Company, however, has
continued its use of the entirety of its pipeline gathering system. As
of this date, no claim stemming from any right-of-way or franchise
matter has been asserted against the Company. The Company does not
believe that its use or enjoyment of the pipeline gathering system will
be adversely affected by any such right-of-way matters or irregularities
in title.

     TAXES. The Company is subject to audit on an ongoing basis of the
various taxes that it pays to federal, state, local and tribal agencies.
These audits may result in assessments or refunds along with interest
and penalties. In some cases the jurisdictional basis of the taxing
authority is in dispute and is the subject of litigation or
administrative appeals. In one such case, the Company has produced crude
oil and natural gas, or purchases crude oil as a first purchaser, from
properties located in a geographic area outside the boundaries of the
Navajo Indian Reservation in which the Navajo Tribe has asserted the
right to impose severance and other taxes. A portion of the Company's
pipeline gathering system also is located in this geographic area. The
extent of the Tribe's taxing authority in the geographic area is subject
to doubt. The Company has received several tax assessments from the
Tribe pertaining to the geographic area, including a $1.8 million
severance tax assessment issued in November 1991. The Company has
invoked its appeal rights with the Tribe's Tax Commission in connection
with these matters and intends to oppose the severance tax assessment.
It is the Company's position that it is in substantial compliance with
the laws applicable to the disputed area and, therefore, has accrued a
liability in regards thereto for substantially less than the amount of
the original assessment. It is possible that the Company's assessments
will have to be litigated by the Company before final resolution. The
Company also may receive further tax assessments. The Company intends to
continue purchasing activities in the geographic area.

DISCONTINUED OPERATIONS

OIL & GAS OPERATIONS

    On August 30, 1996, the Company sold substantially all of its oil
and gas assets. The Company retained its ownership in natural gas wells
located in San Juan County, New Mexico which qualified for federal coal
seam gas tax credits under Section 29 of the Internal Revenue Code.
Future Section 29 tax credits generated from natural gas production will
be realized by the Company and, when earned, will be used to offset
income taxes payable through the year 2002. These wells are subject to a
production payment to Central Resources, Inc., under which the natural
gas reserves related to these wells will be produced for the benefit of
the buyer, as well as a "suboperating" agreement under which the buyer
assumes substantially all of the responsibilities and risks of operation
of the wells.


<PAGE>
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.

     The Company is a party to ordinary routine litigation incidental
to its business. There is also hereby incorporated by reference the
information under the headings "Regulatory, Environmental and Other
Matters Affecting Refining and Marketing" in Items 1 and 2, the
discussions contained in Item 7, and the information regarding
contingencies in Note 16 to the Consolidated Financial Statements in
Item 8.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

     Executive Officers of the Registrant.

                                                        Executive
                                                         Officer
Name                 Age  Position                        Since
----                 ---  --------                      ---------
James E. Acridge     58   President and Chief          October 1989
                          Executive Officer

Fredric L. Holliger  50   Executive Vice President     October 1989
                          and Chief Operating
                          Officer

A. Wayne Davenport   49   Vice President and           May 1994
                          Chief Financial Officer

Morgan Gust          50   Vice President and           August 1990
                          General Counsel, Vice
                          President Administration
                          and Secretary

     The officers of the Company are elected annually by the Board
of Directors and each officer serves until his successor is chosen and
qualified or until his earlier resignation or removal. There are no
family relationships among the officers of the Company.

     James E. Acridge has served as Chairman of the Board of
Directors, President and Chief Executive Officer of the Company since
October 1989. Mr. Acridge also serves as Chairman of the Nominating
Committee.  Mr. Acridge started Giant Industries Arizona, Inc.
("Giant"), the Company's principal wholly-owned subsidiary, in 1969
and has served continuously as its Chairman of the Board of
Directors, President and Chief Executive Officer. Mr. Acridge is also
Chairman of the Board of Phoenix Fuel Co., Inc. ("Phoenix Fuel"), an
industrial/commercial petroleum products distributor, all of whose
stock was acquired by Giant in June 1997. Additionally, Mr. Acridge
is Chairman of the Board of Directors of Giant Exploration and
Production Company ("Giant E&P"), which was the Company's other
principal wholly-owned subsidiary until the Company sold
substantially all of its oil and gas assets in August 1996.

     Fredric L. Holliger has served as a director, Executive Vice
President and Chief Operating Officer of the Company since October
1989. Mr. Holliger joined Giant as Senior Vice President and
President of the Giant refining division in February 1989, and
continues to serve as a director, Executive Vice President and Chief
Operating Officer of Giant. Mr. Holliger has served as a director and
Chief Executive Officer of Phoenix Fuel since June 1997 and has
served as a director, President and Chief Executive Officer of Giant
E&P since May 1993.

     A. Wayne Davenport served as Vice President and Corporate
Controller commencing May 1994 and, since May 1995, serves as Vice
President and Chief Financial Officer of the Company. He also serves
in such positions for Giant and Giant E&P and serves as Vice
President of Phoenix Fuel. Prior to joining the Company in March
1994, Mr. Davenport was an investor in crude oil and natural gas
properties and a consultant to the industry. From February 1987 to
September 1992, he served in various positions, the last being
Executive Vice President and Chief Financial Officer, with Hondo Oil
& Gas Company, a company engaged in refining, marketing, exploration
and production.

     Morgan Gust has served as Secretary and General Counsel of the
Company since August 1990 and as Vice President since September 1990.
He has served as Vice President Administration since October 1992. He
also serves in such capacities for, and is a director of, Giant and
Giant E&P and serves as Secretary, General Counsel and Vice
President, and as a director, of Phoenix Fuel.




<PAGE>
<PAGE>
                           PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     The principal United States market on which the Company's
Common Stock is traded is the New York Stock Exchange. The high
and low sales prices for the Common Stock for each full quarterly
period as reported on the New York Stock Exchange Composite Tape
for the last two fiscal years is as follows:

                 Quarter Ended        High      Low
               ------------------    ------    ------
               December 31, 1997     20 1/2    16 3/4
               September 30, 1997    20 5/8    15
               June 30, 1997         16 7/8    10
               March 31, 1997        15 5/8    12 3/8

               December 31, 1996     16 1/8    13 3/4
               September 30, 1996    16 1/4    13 3/8
               June 30, 1996         15 5/8    12 1/4
               March 31, 1996        14        10 7/8

     For 1997 and 1996, the Company's Board of Directors declared
quarterly cash dividends on common stock of $0.05 per share.  Any
future dividends are subject to the results of the Company's operations,
declarations by the Board of Directors and existing debt covenants, as
described below.

     The Company has issued $150,000,000 of 9% Senior Subordinated Notes
("9% Notes") and $100,000,000 of 9 3/4% Senior Subordinated Notes
("9 3/4% Notes"). The 9% Notes were issued pursuant to an Indenture ("9%
Indenture") dated August 26, 1997, and the 9 3/4% Notes were issued pursuant
to an Indenture ("9 3/4% Indenture" and collectively with the 9% Indenture
the "Indentures") dated November 29, 1993. The Indentures are among the
Company, its Subsidiaries, as guarantors, Bank of New York, as trustee
under the 9% Indenture and NBD Bank, National Association, as trustee
under the 9 3/4% Indenture. The Indentures contain a number of
covenants, which, among other provisions, place restrictions on the
payment of dividends. At December 31, 1997, retained earnings available
for dividends under the most restrictive terms of the Indentures was
approximately $19,700,000. The Indentures include the payment of
dividends in their definitions of "Restricted Payments" which are subject
to limitations, the most significant of which are summarized as follows:

          The Company will not, and will not permit any of its
     Restricted Subsidiaries to, directly or indirectly, make any
     Restricted Payment, unless:

          (a)  no Default or Event of Default shall have
     occurred and be continuing at the time of or immediately
     after giving effect to such Restricted Payment;

          (b)  at the time of and immediately after giving
     effect to such Restricted Payment, the Company would be able
     to incur at least $1.00 of additional Indebtedness pursuant
     to the first paragraph of the covenant captioned "Limitation
     on Incurrence of Additional Indebtedness"; and

          (c)  immediately after giving effect to such
     Restricted Payment, the aggregate amount of all Restricted
     Payments declared or made after the Issue Date does not
     exceed the sum of (A) 50% of the Consolidated Net Income of
     the Company and its Restricted Subsidiaries (or in the event
     such Consolidated Net Income shall be a deficit, minus 100%
     of such deficit) during the period (treated as one
     accounting period) subsequent to September 30, 1997 in the
     case of the 9% Indenture and September 30, 1993 in the case
     of the 9 3/4% Indenture and ending on the last day of the
     fiscal quarter immediately preceding the date of such
     Restricted Payment and (B) $30 million in the case of the
     9% Indenture and $15 million in the case of the 9 3/4%
     Indenture. Consolidated Net Income excludes, among other
     things, any full cost ceiling limitation writedown.

     Also see the "Capital Structure" discussion in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included in Item 7 hereof.

     Capitalized items used but not defined above have the
meaning assigned to them in the Indentures.

     There were 267 holders of record of Common Stock on
February 28, 1998.
<PAGE>
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA.

     The following table summarizes recent financial information
of the Company.  This selected financial data should be read in
conjunction with Management's Discussion and Analysis of
Financial Condition and Results of Operations at Item 7 and the
Consolidated Financial Statements, related notes thereto, and the
Auditors' Report included in Item 8 hereof:

<TABLE>
<CAPTION>
                              FINANCIAL AND OPERATING HIGHLIGHTS
               (In Millions, Except Percentages, Per Share and Operating Data)

                                                            Year Ended December 31,
                                             ----------------------------------------------------
                                               1997       1996       1995       1994       1993
                                             --------   --------   --------   --------   --------
<S>                                          <C>        <C>        <C>        <C>        <C>
FINANCIAL STATEMENT DATA
Continuing Operations:
  Net Revenues                               $  657.3   $  499.2   $  332.9   $  291.6   $  313.2
  Operating Income                               41.1       39.7       20.6       20.1       31.4
  Net Earnings                                   15.3       17.0        7.7        7.4       17.5
  Earnings Per Common Share - Basic              1.38       1.52        .68        .61       1.43
Discontinued Operations
  Net Earnings (Loss)(1)                                                 .2       (2.9)     (11.3)
  Earnings (Loss) Per Common Share - Basic                              .01       (.24)      (.92)
Weighted Average Common
  Shares Outstanding                             11.1       11.2       11.5       12.1       12.2
Dividends Paid Per Common Share                   .20        .20        .20
Stockholders' Equity                            133.5      122.1      109.7      109.7      105.9
Book Value Per Common Share                     12.14      11.00       9.75       9.15       8.69
Return on Average Stockholders' Equity           12.0%      14.7%       7.2%       4.2%       5.8%
Total Assets                                    535.4      324.0      324.9      279.4      274.4
Working Capital                                 111.7       21.5       50.3       86.4       88.0
Long-Term Debt as a Percentage
  of Total Capitalization                        67.4%      48.1%      56.5%      51.4%      52.5%
Long-Term Debt                                  275.6      113.1      142.7      116.1      117.3

OPERATIONS DATA - CONTINUING OPERATIONS:(2)
REFINING AND MARKETING:
  Rated Crude Oil Capacity Utilized                87%        90%        88%        92%        98%
  Refinery Sourced Sales Barrels (Bbls/Day)    39,037     38,814     27,430     23,054     24,412
  Average Crude Oil Costs ($/Bbl)            $  20.60   $  21.80   $  18.41   $  16.97   $  18.09
  Refinery Margin ($/Bbl)                    $   6.39   $   6.21   $   5.13   $   5.60   $   6.69
  Service Stations:
    Fuel Gallons Sold (In Thousands)          125,219     87,499     85,872     85,550     71,129
    Product Margin ($/Gallon)                $  0.213   $  0.201   $  0.196   $  0.200   $  0.185
    Merchandise Sold ($ In Thousands)        $ 67,601   $ 42,037   $ 38,091   $ 32,727   $ 22,367
    Merchandise Margin                             30%        30%        30%        29%        28%
    Number of Outlets at Year End                 148         52         51         50         50
  Travel Centers:(3)
    Fuel Gallons Sold (In Thousands)           19,434     18,298     21,522     30,337     32,148
    Product Margin ($/Gallon)                $  0.111   $  0.104   $  0.102   $  0.118   $  0.128
    Merchandise Sold ($ In Thousands)        $  7,382   $  7,092   $  7,640   $  9,929   $ 10,125
    Merchandise Margin                             44%        46%        47%        45%        45%
    Number of Outlets at Year End                   1          1          1          1          2
  Retail Fuel Volumes Sold as a % of
    Refinery Sourced Sales Barrels(3)              24%        18%        26%        33%        28%
PHOENIX FUEL:
    Fuel Gallons Sold (In Thousands)          172,121
    Product Margin ($/Gallon)                $  0.075
    Lubricant Sales ($ In Thousands)         $ 12,923
    Lubricant Margin                               14%
</TABLE>

(1)  The 1994 and 1993 amounts include a $2.2 million and $9.9
     million net of tax charge, respectively, for the reduction
     of the carrying value of crude oil and natural gas properties.

(2)  Operations data includes the operations of the Bloomfield refinery
     from October 4, 1995 and the Thriftway and Phoenix Fuel acquisitions
     from approximately June 1, 1997.

(3)  The Company's Giant Express travel center was sold November 2,
     1994.

<PAGE>
<PAGE>
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
---------------------------------------------------------------------
     The primary factors affecting the results of the Company's 1997
continuing operations as compared to its 1996 continuing operations are
the acquisition of ninety-six service station/convenience stores from
Thriftway Marketing Corp. and affiliates ("Thriftway") and the
acquisition of Phoenix Fuel Co., Inc. ("Phoenix Fuel"), an independent
industrial/commercial petroleum products distributor (the
"Acquisitions") near the end of May 1997; higher interest costs related
to the financing of the Acquisitions, including  the  issuance of
$150.0 million of 9% senior subordinated notes (the "9% Notes")  in
August 1997; increased refinery margins and higher operating and
selling, general and administrative ("SG&A") costs.

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
-------------------------------------------------------
     Earnings from continuing operations before income taxes were $25.1
million for the year ended  December 31, 1997, a decrease of
approximately $3.1 million from $28.2 million for the year ended
December 31, 1996. The decrease is primarily due to increased SG&A and
operating costs for operations other than the Acquisitions, including a
20% increase in depreciation and amortization costs, a 5% increase  in
other operating costs and a 10% increase in SG&A costs.  These
increases in costs were offset in part by a pretax earnings
contribution of $8.0 million from the Acquisitions. Earnings were also
impacted by a 3% increase in average yearly refinery margins, in spite
of reduced margins early in the year resulting from a decline in West
Coast product prices. Refinery sourced sales volumes remained
relatively flat even though production was curtailed at both of the
Company's refineries during the year due to a scheduled major, every
four-year, maintenance turnaround at the Company's Bloomfield refinery,
and minor scheduled  maintenance turnarounds on the reformer and
isomerization units at the Ciniza refinery. In addition, the Company
sold its ethanol processing plant in the fourth quarter of 1997,
incurring a pretax loss of approximately $1.2 million on the
disposition.

REVENUES
--------
     Revenues for the year ended December 31, 1997, increased
approximately $158.1 million or 32% to $657.3 million from $499.2
million in the comparable 1996 period. The increase is primarily due to
the Acquisitions, offset in part by a 3% decline in refinery weighted
average selling prices.

     The volumes of refined products sold through the Company's retail
units increased approximately 37% from 1996 levels primarily due to the
acquisition of the ninety-six retail service station/convenience
stores, offset in part by a 1% decline in the volumes of finished
product sold from the Company's other retail operations. This reflects
a 2% decline in the volumes of finished product sold from the Company's
other service station/convenience stores, due primarily to increased
competitive pressures, and a 6% increase in volumes sold from the
Company's travel center, due in large part to improved marketing
programs put in place during 1997.

COST OF PRODUCTS SOLD
---------------------
     For the year ended December 31, 1997, cost of products sold
increased $125.8 million or 35% to $487.7 million from $361.9 million
in the corresponding 1996 period. The increase is primarily due to the
Acquisitions, offset in part by a 6% decline in average crude oil
costs. In addition, the liquidation of certain lower cost crude oil
LIFO inventory layers in 1996 reduced 1996 cost of products sold by
approximately $2.8 million. There were no similar liquidations in 1997.

OPERATING EXPENSES
------------------
     For the year ended December 31, 1997, operating expenses increased
approximately $20.9 million or 32% to $85.2 million from $64.3 million
for the year ended December 31, 1996.

     Approximately 85% of the increase is due to the Acquisitions. For
the other operations, 1997 costs increased because of increased retail
advertising costs, higher payroll and related costs, higher refinery
purchased fuel and materials costs and higher retail operating bonuses.
These increases were offset in part by a reduction in refinery utility
costs.

DEPRECIATION AND AMORTIZATION
-----------------------------
     For the year ended December 31, 1997, depreciation and
amortization increased approximately $6.3 million or 36% to $23.9
million from $17.6 million in the same 1996 period.

     Approximately 43% of the increase is due to the Acquisitions. The
remaining increases are primarily related to other retail acquisitions
and construction, remodeling and upgrades in retail and refinery
operations, along with the amortization of 1997 and 1996 refinery
turnaround costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
     For the year ended December 31, 1997, selling, general and
administrative expenses increased approximately $3.7 million or 23% to
$19.3 million from $15.6 million in the corresponding 1996 period.

     Approximately 56% of the increase is due to the selling, general
and administrative activities of Phoenix Fuel. The remaining increases
are primarily the result of higher payroll and related costs, due in
part to acquisition activity and planning for future growth.  In
addition, the comparisons were affected by higher 1996 expenses
relating to accruals for incentive bonus plans and estimated severance
tax assessments.

INTEREST EXPENSE (INCOME)
-------------------------
     For the year ended December 31, 1997, interest expense increased
approximately $5.8 million or 47% to $18.1 million from $12.3 million
in the comparable 1996 period.

     The increase  is primarily due to an increase in interest expense
because of additional long-term debt related to the Acquisitions,
including the issuance of the 9% Notes in August 1997. The increase is
offset in part by a reduction in interest expense related to the
payment of approximately $32.0 million of long-term debt in 1996 from
operating cash flow and the proceeds from the sale of the Company's oil
and gas operations. The average interest rate for the 1997 period is
slightly higher due to capital lease transactions related to the
acquisition of the ninety-six retail service station/convenience stores
and the issuance of the 9% Notes.

     For the year ended December 31, 1997, interest and investment
income increased approximately $1.3 million or 176.7% to $2.1 million
from $0.8 million in the comparable 1996 period. The increase  is
primarily due to an increase in excess funds available for investment,
resulting from the issuance of the 9% Notes in August 1997. The effects
of fluctuations in interest rates applicable to invested funds were
nominal.

INCOME TAXES
------------
     Income taxes for the years ended December 31, 1997 and 1996 were
computed in accordance with Statement of Financial Accounting Standards
("SFAS") No. 109, resulting in an effective tax rate of approximately
39% for each period.

DISCONTINUED OPERATIONS
-----------------------
     Substantially all of the Company's oil and gas assets were sold in
August 1996.

OUTLOOK
-------
     The Company intends to focus its efforts in 1998 on increasing its
retail operations through construction and acquisition, improving the
integration of operations and development of the synergies of the
Acquisitions and continuing to seek additional opportunities to expand
refinery capacity through acquisition and selected refinery projects.
The Company's future results of operations are primarily dependent on
producing or purchasing and selling sufficient quantities of refined
products at margins sufficient to cover fixed and variable expenses.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1995
---------------------------------------------------------------------
     The primary factors affecting the results of the Company s 1996
continuing operations as compared to its 1995 continuing operations
were the acquisition of the Bloomfield refinery in the beginning of the
fourth quarter of 1995, an increase in 1996 refinery margins and the
temporary suspension of operations at the Company s ethanol production
plant during 1996.

     In early 1996, the Company approved a plan of disposition for its
oil and gas assets. In August 1996, the Company completed the sale of
substantially all of these assets. The operations connected with these
assets are classified as discontinued operations in the Company s
consolidated financial statements for 1996 and 1995.

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
-------------------------------------------------------
     Earnings from continuing operations before income taxes were $28.2
million for the year ended December 31, 1996, an increase of
approximately $16.8 million from $11.4 million for the year ended
December 31, 1995. The increase was primarily the result of the
acquisition of the Bloomfield refinery and increases in average
refinery margins of approximately 21%. These increases were partially
offset by increases in operating and administrative costs.

REVENUES
--------
     Revenues for the year ended December 31, 1996, increased $166.3
million or 50% to $499.2 million from $332.9 million in the comparable
1995 period. Finished product sales of $130.3 million from the
Bloomfield refinery accounts for approximately 78% of the increase. In
addition, a 19% increase in Ciniza refinery weighted average selling
prices and a 10% increase in service station merchandise sales
contributed to increased revenues. Offsetting these increases was a
decline in third party sales from the Company s ethanol plant due to a
temporary suspension of operations during 1996.
     The increase in service station merchandise sales was the result
of a 9% increase in same store volumes and a net increase in sales
during the year from fourteen units that had been acquired or
constructed in 1995 and 1996 over thirteen units that had been disposed
of during the same period.
     The volumes of refined products sold through retail units
decreased approximately 1% from 1995 levels due to a 15% decline in
volumes sold from the Company s travel center, offset in part by a 2%
increase in service station volumes. It is believed that travel center
volumes had declined because of increased local competition due to the
construction of several new truck stops in the Company s market area in
the past several years.  Service station volumes increased due to a net
increase in sales volumes during the year from the fourteen units that
had been acquired or constructed in 1995 and 1996 over the thirteen
units that had been disposed of during the same period. This increase
was offset by a slight decline in same store volumes resulting from
increased competition.

COST OF PRODUCTS SOLD
---------------------
     For the year ended December 31, 1996, cost of products sold
increased $127.6 million or 54% to $361.9 million from $234.3 million
in the corresponding 1995 period. Cost of products sold of $101.0
million relating to the Bloomfield refinery accounts for approximately
79% of the increase. Also contributing to increased costs were an 18%
increase in average crude oil costs and a 12% increase in the cost of
merchandise sales from the service stations. These increases were
partially offset by a decrease in costs relating to the temporary
suspension of operations at the Company s ethanol plant and the
liquidation of certain lower cost crude oil LIFO inventory layers which
resulted in a reduction in cost of products sold of approximately $2.8
million in 1996 compared to a similar reduction of approximately $0.5
million in 1995.

OPERATING EXPENSES
------------------
     For the year ended December 31, 1996, operating expenses increased
$12.4 million or 24% to $64.3 million from $51.9 million in the year
ended December 31, 1995.

     Operating expenses increased due to the acquisition of the
Bloomfield refinery (18%) and for other operations (12%). The 12%
increase for other operations was due to increases in payroll and
related costs (6%), higher fuel costs at the Ciniza refinery (1%) and
for various other expense increases (5%). Partially offsetting these
increases was a decrease of 6% due to the temporary suspension of
operations at the ethanol plant. Payroll and other costs have increased
due to annual wage increases and, in the retail operations, due to
expanded programs such as twenty-four hour operations, fuel pump island
attendant program, pay at the pump program, deli operations and store
remodeling and expansion.

DEPRECIATION AND AMORTIZATION
-----------------------------
     For the year ended December 31, 1996, depreciation and
amortization increased approximately $4.3 million or 32% to $17.6
million from $13.3 million in the same 1995 period. The increase was
primarily the result of the acquisition of the Bloomfield refinery,
along with the addition of service station and transportation assets.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
     For the year ended December 31, 1996, selling, general and
administrative expenses increased approximately $2.8 million or 22% to
$15.6 million from $12.8 million in the corresponding 1995 period. The
increase was primarily the result of expense accruals for incentive
bonus plans (14%), increases in payroll and related costs (5%), expense
accruals for estimated severance tax assessments (2%) and increases in
various other general expense categories (10%). These increases were
partially offset by 1996 expense reductions for decreases in estimated
liabilities for self insured workman s compensation and property and
casualty claims and other items (9%).

INTEREST EXPENSE (INCOME)
-------------------------
     For the year ended December 31, 1996, interest expense increased
approximately $0.8 million or 7% to $12.3 million from $11.5 million in
the same 1995 period. The increase was primarily related to the
addition of certain variable rate long-term debt incurred to finance
the acquisition of the Bloomfield refinery, offset in part by a
reduction in other long-term debt.

     For the year ended December 31, 1996, interest and investment
income decreased approximately $1.4 million or 66% to $0.8 million from
$2.2 million in 1995. The decrease was primarily due to a decrease in
excess funds available for investment related to the acquisition of the
Bloomfield refinery in October 1995 and, in 1996, to the use of
operating cash flows and the proceeds from the sale of the Company s
oil and gas assets for the payment of long-term debt and capital
expenditures.

INCOME TAXES
------------
     Income taxes for the years ended December 31, 1996 and 1995 were
computed in accordance with SFAS No. 109, resulting in effective tax
rates of approximately 39%  and 32%, respectively. The difference in
the two rates was primarily due to  alcohol fuel tax credits generated
from the operation of the Company s ethanol plant, which temporarily
suspended operations in October 1995, as well as coal seam gas tax
credits in 1995.

DISCONTINUED OPERATIONS
-----------------------
     On August 30, 1996, the Company completed the sale of
substantially all of its oil and gas assets for $25.5 million. The
transaction was structured so that the Company retained only the oil
and gas properties that will generate future coal seam gas tax credits
under Section 29 of the Internal Revenue Code. The reserves related to
these properties will be produced by the buyer and tax credits will be
realized by the Company. The net asset value assigned to these
properties was approximately $4.3 million. The Company also retained an
office building and some equipment. Future coal seam gas tax credits,
when earned, will be used to offset income taxes payable.

     Loss on the disposal of the oil and gas segment for 1996 was  a
loss on the sale of the oil and gas properties of approximately
$18,000, including a provision for income taxes of $53,000, offset by
earnings from operations of approximately $5,000, including income tax
benefits of $861,000.  For 1995 and 1994, earnings (loss) from
operations were $143,000, net of income taxes of $154,000, and
$(2,934,000), net of income tax benefit of $1,351,000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW FROM OPERATIONS
-------------------------
     Operating cash flows for the year ended December 31, 1997,
decreased when compared to the year ended December 31, 1996, primarily
as the result of the differences in the net changes in working capital
items in each period. This decrease was offset in part by increased
cash flow represented by net earnings plus depreciation and
amortization plus deferred income taxes in the year ended December 31,
1997. Net cash provided by operating activities of continuing
operations totaled $31.3 million for the year ended December 31, 1997,
compared to $42.8 million for the comparable 1996 period.

WORKING CAPITAL
---------------
     Working capital at December 31, 1997, consisted of current assets
of $207.1 million and current liabilities of $95.4 million, or a
current ratio of 2.17:1. At December 31, 1996, the current ratio was
1.33:1 with current assets of $86.5 million and current liabilities of
$65.0 million.

     Current assets have increased since December 31, 1996, primarily
due to an increase in cash and cash equivalents, accounts receivable,
inventories and prepaid items. Accounts receivable and prepaid items
have increased primarily as the result of the Acquisitions. Inventories
have increased due to the Acquisitions and an increase in pipeline
crude oil and terminal refined product volumes. Current liabilities
have increased due to an increase in accounts payable and accrued
expenses. Accounts payable have increased primarily as the result of
the Acquisitions, offset in part by a decline in the cost of raw
materials. Accrued expenses have increased primarily due to the
Acquisitions and higher accrued interest costs.

CAPITAL EXPENDITURES AND RESOURCES
----------------------------------
     Net cash used in investing activities for the purchase of
property, plant and equipment and other assets, excluding the
Acquisitions, totaled approximately $35.8 million for the year 1997.
Expenditures included amounts for refinery and transportation equipment
and facility upgrades, capacity enhancement projects and turnaround
expenditures for the refineries, major remodeling expenditures for
three retail units, construction costs for one new unit, the
acquisition of land for future retail construction and continuing
retail equipment and systems upgrades.

     In March 1997, the Ciniza refinery completed a reformer and
isomerization unit turnaround including certain debottlenecking
procedures that increased reformer capacity by approximately 700 bbls
per day and isomerization capacity by approximately 1,000 bbls per day.
In August 1997, the refinery completed the replacement of catalyst in
the isomerization unit and the platformer.

     During the second quarter of 1997, the Bloomfield refinery
completed a major, every four-year, maintenance turnaround including
certain debottlenecking procedures that increased reformer capacity by
approximately 900 bbls per day.

     Over the period May 28, 1997 to May 31, 1997, the Company
completed the acquisition of ninety-six retail service
station/convenience stores, seven additional retail locations for
future development, certain petroleum transportation and maintenance
assets, options to acquire service station/convenience stores and other
related assets (the "Thriftway Assets") from Thriftway.

     The consideration paid by the Company for thirty-two service
station/convenience stores, the seven retail locations for future
development, the transportation and maintenance assets, the options to
acquire service station/convenience stores and other related assets was
approximately $19.1 million in cash and an office building and a truck
maintenance shop with net book values totaling approximately $1.3
million. The Company leased the remaining sixty-four service
station/convenience stores and related assets for a period of ten years
and intends to purchase them pursuant to options to purchase during the
ten year period for approximately $22.9 million. The lease obligations
are accounted for as capital leases and initially require annual lease
payments of approximately $2.6 million. These lease payments will be
reduced as the individual service station/convenience stores are
purchased pursuant to the options. The Company intends to purchase
fifty-nine of these units for approximately $15.9 million during 1998.
Annual lease payments will be reduced by approximately $1.8 million
when these units are purchased.

     The service station/convenience stores acquired are retail outlets
that sell various grades of gasoline, diesel fuel and merchandise to
the general public and are located in New Mexico, Arizona, Colorado and
Utah, in or adjacent to the Company's primary market area. The Company
intends to use substantially all of the assets acquired in a manner
consistent with their previous operation.

     In late 1997, the Company entered into an arrangement to sell some
of the ninety-six units and additional retail locations acquired or
leased from Thriftway. Fourteen of these units and two of the
additional retail locations were sold in early 1998 for approximately
$1.5 million.

     The Company also entered into a consignment agreement with
Thriftway to supply finished product to sixteen service
station/convenience stores operated by Thriftway which are located on
the Navajo, Ute and Zuni Indian Reservations. Under this agreement, the
Company will receive the profits from the finished product sales and
will pay Thriftway annual consignment fees. The Company has options to
purchase these service station/convenience stores. The Company has also
entered into other long-term supply arrangements with Thriftway to
provide gasoline and diesel fuel to other service stations in the area
that will continue to be operated by Thriftway.

     The Company paid additional monies for finished product,
merchandise and supply inventories associated with the units acquired.
The amount paid approximated the sellers' cost of such inventories.

     On June 3, 1997, the Company purchased all of the issued and
outstanding common stock of Phoenix Fuel for approximately $30.0
million. Phoenix Fuel is an independent industrial/commercial petroleum
products distributor with current wholesale fuel sales of approximately
17,000 barrels per day and cardlock fuel sales of approximately 2,000
barrels per day, including gasoline, diesel fuel, burner fuel, jet
fuel, aviation fuel and kerosene. In addition, Phoenix Fuel distributes
approximately 370 barrels per day of oils and lubricants such as motor
oil, hydraulic oil, gear oil, cutting oil and grease.

     Phoenix Fuel has nine bulk petroleum distribution plants,
twenty-two cardlock fueling operations, a lubricant storage and
distribution facility and operates a fleet of forty finished product
truck transports. These assets and related operations are located
throughout the state of Arizona and will continue to be used in a
manner consistent with their previous operation.

     The Acquisitions were funded with $54.0 million of indebtedness as
more fully described below.

     On a pro forma basis, assuming the Acquisitions and the issuance
of the 9% Notes occurred on January 1, 1996, the Company's net revenues
would have been $790.2 million and $785.8 million, net earnings from
continuing operations would have been $14.2 million and $18.2 million,
basic earnings per common share from continuing operations would have
been $1.29 and $1.62 and, assuming dilution, would have been $1.27 and
$1.60 per share for the years ended December 31, 1997 and 1996,
respectively. This unaudited pro forma financial information does not
purport to represent the results of operations that actually would have
resulted had the purchases occurred on the date specified, nor should
it be taken as indicative of the future results of operations.

     On December 12, 1997, the Company completed the sale of its
ethanol processing plant in Portales, New Mexico for $4.0 million in
cash. The Company incurred a pretax loss of $1.2 million on the
disposition. The Company temporarily closed this plant in October 1995
and had planned to reopen the facility in 1997 because of improved
economics, but decided to sell the facility when the opportunity arose
and to concentrate on its core business of refining and marketing. In
1997 the Company incurred expenses of approximately $0.3 million to
maintain this facility in addition to approximately $0.6 million in
depreciation costs.

     The Company has budgeted approximately $65.0 million for capital
expenditures in 1998. Of this amount, approximately $15.0 million is
budgeted for non-discretionary projects that are required by law or
regulation or to maintain the physical integrity of existing assets.
These expenditures are primarily for operational and environmental
projects at the refineries, including a major maintenance turnaround at
the Ciniza refinery scheduled for the second quarter of 1998. The
remaining budget of $50.0 million is for discretionary projects to
sustain or enhance the current level of operations, increase earnings
on existing or new business and to expand operations. The primary
projects in this latter category include a terminal construction
project, construction of thirteen retail units, retail site
acquisitions, upgrades to existing retail units, capacity enhancement
projects and facility and equipment upgrades at the refineries and for
transportation and administrative operations. In addition to these
budgeted amounts, the Company could incur an additional contingent
payment related to the acquisition of the Bloomfield refinery, in
accordance with the Bloomfield refinery acquisition agreement, if
certain criteria are met. For 1997, the Company incurred a contingent
payment obligation of approximately $7.2 million which will be paid in
1998. This  amount has been allocated to the appropriate assets and
will be amortized over their estimated useful lives.

     The amount of these capital projects that are actually undertaken
in 1998 will depend on, among other things, identifying and
consummating acceptable acquisitions, general business conditions and
results of operations.

     Much of the capital currently planned to be spent by the Company
for environmental compliance is integrally related to operations or to
operationally required projects. The Company does not specifically
identify capital expenditures related to such projects on the basis of
whether they are for environmental as opposed to economic purposes.
However, with respect to capital expenditures budgeted primarily to
satisfy environmental regulations, it is estimated that approximately
$0.5 million, $0.7 million and $0.5 million was spent in 1997, 1996 and
1995, respectively, and $2.0 million is expected to be spent in 1998.
With respect to the Company s operating expenses for environmental
compliance, while records are not kept specifically identifying or
allocating such expenditures, management believes that the Company
incurs significant operating expense for such purposes.

     Changes in the tax laws, changes in federal and state clean air
and clean fuel requirements and other changes in environmental laws and
regulations may increase future capital and operating expenditure
levels.

     The Company continues to investigate other strategic acquisitions
as well as capital improvements to its existing facilities. The Company
is also actively pursuing the possible sale or exchange of
non-strategic or underperforming assets.

     Working capital, including that necessary for capital expenditures
and debt service, will be funded through cash generated from operating
activities, existing cash balances and, if necessary, future
borrowings. Future liquidity, both short and long-term, will continue
to be primarily dependent on producing or purchasing and selling
sufficient quantities of refined products at margins sufficient to
cover fixed and variable expenses.

CAPITAL STRUCTURE
-----------------
     At December 31, 1997 and 1996, the Company's long-term debt was
67.4% and 48.1% of total capital, respectively. The increase is
primarily due to an increase in long-term debt resulting from the
issuance of the 9% Notes, the proceeds of which were partially used to
payoff debt incurred in the Acquisitions and borrowings under the
Company's working capital facility. Also contributing to the increase
are capital lease obligations incurred in connection with the
acquisition of the Thriftway Assets. This was offset in part by a net
increase in stockholders' equity resulting from net earnings and the
acquisition of shares of the Company's common stock accounted for as
treasury shares. The Company's net debt (long-term debt less cash and
cash equivalents) to total capitalization percentages were 59.1% and
45.1% at December 31, 1997 and 1996, respectively.

     In August 1997, the Company issued the 9% Notes due 2007. The net
proceeds of the 9% Notes, after deducting expenses and initial
purchasers discount, were approximately $146.8 million. Approximately
$73.6 million of the proceeds were used to repay outstanding
indebtedness and the Company intends to use approximately $18.9 million
to purchase service station/convenience stores currently subject to
capital lease obligations. It is anticipated that fifty-nine of these
service station/convenience stores will be purchased in the first half
of 1998 for approximately $15.9 million. The remaining proceeds of
approximately $54.3 million will be used for general corporate
purposes.

     The Indenture supporting the 9% Notes contains certain restrictive
covenants, events of default and other provisions that are
substantially similar to those for the $100.0 million in aggregate
principal amount of 9 3/4% senior subordinated notes (the "9 3/4%
Notes") due 2003, issued in November 1993.

     Repayment of the 9 3/4% Notes and the 9% Notes is jointly and
severally guaranteed on an unconditional basis by the Company's direct
and indirect wholly-owned subsidiaries, subject to a limitation
designed to ensure that such guarantees do not constitute a fraudulent
conveyance. Except as otherwise allowed in the Indenture pursuant to
which the Notes were issued, there are no restrictions on the ability
of such subsidiaries to transfer funds to the Company in the form of
cash dividends, loans or advances. General provisions of applicable
state law, however, may limit the ability of any subsidiary to pay
dividends or make distributions to the Company in certain
circumstances.

     In October 1995, the Company entered into a Credit Agreement (the
"Agreement") with a group of banks. This Agreement was amended
effective May 23, 1997 to increase the borrowing commitment under the
unsecured capital expenditure facility portion of the Agreement to
$70.0 million from $30.0 million and to extend the due date to May 23,
2000 from October 4, 1998. The Company borrowed $54.0 million under
this capital expenditure facility to fund the amounts paid with respect
to the Acquisitions. These amounts have since been repaid from the
proceeds of the 9% Notes. Additional borrowings under the capital
expenditure facility can be used to repurchase shares of the Company's
common stock, and for acquisitions, capital expenditures and general
corporate purposes, but not for working capital expenditures. On May
23, 1999, the borrowing commitment under the capital expenditure
facility is required to be reduced by $20.0 million. At December 31,
1997, there were no outstanding balances under this facility.

     In addition, the Agreement contains a three-year unsecured working
capital facility to provide working capital and letters of credit in
the ordinary course of business. The availability under this working
capital facility is the lesser of (i) $40.0 million, or (ii) the amount
determined under a borrowing base calculation tied to eligible accounts
receivable and inventories as defined in the Agreement. At December 31,
1997, the lesser amount was $40.0 million. The due date of this
facility has also been extended to May 23, 2000. There were no direct
borrowings under this arrangement at December 31, 1997, and there were
approximately $15.9 million of irrevocable letters of credit
outstanding, primarily to secure purchases of raw materials.

     Both facilities have a floating interest rate that is tied to
various short-term indices. At December 31, 1997, this rate was
approximately 6.5% per annum.

     The Agreement contains certain covenants and restrictions which
require the Company to, among other things, maintain a minimum
consolidated net worth; minimum fixed charge coverage ratio; minimum
funded debt to total capitalization percentage; and places limits on
investments, prepayment of senior subordinated debt, guarantees, liens
and restricted payments. The Agreement is guaranteed by substantially
all of the Company's direct and indirect wholly-owned subsidiaries. The
Company is required to pay a quarterly commitment fee based on the
unused amount of each facility.

     The Company's Board of Directors has authorized the repurchase of
a total of 1.5 million shares of the Company's common stock under a
stock repurchase plan, or approximately 12% of all shares issued as of
the inception of the program. These purchases may be made from time to
time as conditions permit. Shares may be repurchased through privately-
negotiated transactions, block share purchases and open market
transactions. In 1997, the Company repurchased approximately 0.1
million shares of its common stock under this program for approximately
$1.8 million. From the inception of the stock repurchase plan, the
Company has repurchased approximately 1.2 million shares at a weighted
cost of $10.18. These shares are treated as treasury shares.

     Repurchased shares are available for a variety of corporate
purposes. The number of shares actually repurchased will be dependent
upon market conditions and there is no guarantee as to the exact number
of shares to be repurchased by the Company. The Company may suspend or
discontinue the program at any time without notice.

     For the year 1997, the Company's Board of Directors declared cash
dividends on common stock totaling $0.20 per share. Future dividends,
if any, are subject to the results of the Company's operations,
existing debt covenants and declaration by the Company's Board of
Directors.

OTHER
-----
     Federal, state and local laws and regulations relating to health
and the environment affect nearly all of the operations of the Company.
As is the case with all companies engaged in similar industries, the
Company faces significant exposure from actual or potential claims and
lawsuits involving environmental matters. These matters include soil
and water contamination, air pollution and personal injuries or
property damage allegedly caused by substances manufactured, handled,
used, released or disposed of by the Company. Future expenditures
related to health and environmental matters cannot be reasonably
quantified in many circumstances for various reasons, including the
speculative nature of remediation and cleanup cost estimates and
methods, imprecise and conflicting data regarding the hazardous nature
of various types of substances, the number of other potentially
responsible parties involved, various defenses which may be available
to the Company and changing environmental laws and interpretations of
environmental laws.

     Rules and regulations implementing federal, state and local laws
relating to health and the environment will continue to affect the
operations of the Company. The Company cannot predict what health or
environmental legislation or regulations will be enacted or become
effective in the future or how existing or future laws or regulations
will be administered or enforced with respect to products or activities
of the Company. Compliance with more stringent laws or regulations, as
well as more vigorous enforcement policies of the regulatory agencies,
could have an adverse effect on the financial position and the results
of operations of the Company and could require substantial expenditures
by the Company for the installation and operation of refinery
equipment, pollution control systems and other equipment not currently
possessed by the Company.

     In May 1991, the Environmental Protection Agency ("EPA")
notified the Company that it may be a potentially responsible party for
the release, or threatened release, of hazardous substances, pollutants
or contaminants at the Lee Acres Landfill (the "Landfill"), adjacent to
the Company s inactive Farmington refinery. This refinery was operated
until 1982. Although a final plan of action for the Landfill has not
yet been adopted by the Bureau of Land Management (the "BLM"), the BLM
has developed a proposed plan of action which it projects will cost
approximately $3.9 million to implement. This cost projection is based
on certain assumptions which may or may not prove to be correct and is
contingent on confirmation that the remedial actions, once implemented,
are adequately addressing Landfill contamination. For example, if
assumptions regarding groundwater mobility and contamination levels are
incorrect, the BLM is proposing to take additional remedial actions
with an estimated cost of approximately $1.8 million.  In 1989, a
consultant to the Company estimated, based on various assumptions, that
the Company s share of potential liability could be approximately $1.2
million. This figure was based upon estimated Landfill remediation
costs significantly higher than those being proposed by the BLM. The
figure was also based on the consultant s evaluation of such factors as
available clean-up technology, the BLM s involvement at the site and
the number of other entities that may have had involvement at the site.
The consultant, however, did not conduct an analysis of the Company s
potential legal defenses and arguments including possible setoff
rights. Potentially responsible party liability is joint and several,
such that a responsible party may be liable for all of the clean-up
costs at a site even though the party was responsible for only a small
part of such costs. Actual liability, if any, may differ significantly
from the consultant s estimate. Based on current information, the
Company does not believe it needs to record a liability in relation to
the BLM s proposed plan.

     The Company has an environmental liability accrual of
approximately $2.8 million. Approximately $0.8 million relates to
ongoing environmental projects, including the remediation of a
hydrocarbon plume that appears to extend no more than 1,800 feet south
of the inactive Farmington refinery and hydrocarbon contamination on
and adjacent to 5.5 acres the Company owns in Bloomfield, New Mexico.
The remaining $2.0 million relates to an originally estimated liability
of approximately $2.3 million, recorded in the second quarter of 1996,
for certain environmental obligations assumed in the acquisition of the
Bloomfield refinery. That amount was recorded as an adjustment to the
purchase price and allocated to the assets acquired. This environmental
accrual is recorded in the current and long-term sections of the
Company s Consolidated Balance Sheet.

     The Company is subject to audit on an ongoing basis of the
various taxes that it pays to federal, state, local and tribal
agencies. These audits may result in assessments or refunds along with
interest and penalties. In some cases the jurisdictional basis of the
taxing authority is in dispute and is the subject of litigation or
administrative appeals. The Company has received several tax
notifications and assessments from the Navajo Tribe relating to crude
oil and natural gas removed from properties located outside the
boundaries of the Navajo Indian Reservation in an area of disputed
jurisdiction, including a $1.8 million severance tax assessment issued
in November 1991.  The Company has invoked its appeal rights with the
Tribe s Tax Commission in connection with this assessment and intends
to oppose the assessment.  It is the  Company s position that it is in
substantial compliance with laws applicable to the disputed area and,
therefore, has accrued a liability in regards thereto for substantially
less than the amount of the original assessment.  It is possible that
the Company s  assessments will have to be litigated by the Company
before final resolution.  In addition, the Company may receive further
tax assessments.

     The Company has executed an agreement to acquire the assets of
Ever-Ready Oil Co., Inc. and a related entity (collectively "Ever-
Ready"). Closing is contingent upon, among other things, due diligence,
various conditions and regulatory approvals. Ever-Ready is an
Albuquerque-based petroleum products distributor that has been in
business for 68 years. Ever-Ready has fuel sales of approximately 5,000
barrels per day and lubricant sales of approximately 1.0 million
gallons per year. The assets include, among other things, twenty-seven
retail service station/convenience stores and ten cardlock fueling
operations. A portion of the assets are subject to rights of first
refusal in favor of third parties. One of these parties has exercised
its rights while another did not. The Company has the option of closing
on the remaining assets or cancelling the purchase.

     On February 10, 1998, the Company completed the purchase of the
assets of DeGuelle Oil Company and the stock of DeGuelle Enterprises
(collectively "DeGuelle") for $9.75 million. DeGuelle is a Durango,
Colorado-based petroleum marketing company. Included in the purchase
were  seven service station/convenience stores, two cardlock commercial
fleet fueling facilities, a gasoline and diesel storage bulk plant and
related transportation equipment. All of the facilities are located in
southwestern Colorado and will be supplied by the Company's refineries.
In 1997, DeGuelle had sales of  approximately 10.0 million gallons of
gasoline and diesel fuel in addition to 35,000 gallons of lubricants.

     The Company currently owns and operates six service
station/convenience stores in Maricopa County and, with the acquisition
of Phoenix Fuel, has acquired other retail/wholesale marketing
operations, some of which are also located in Maricopa County. The
Company does not presently manufacture gasoline that satisfies Maricopa
County gasoline specifications. Because the amount of gasoline
manufactured at the Company's refineries and sold in Maricopa County
has been very small, and because the capital costs associated with
manufacturing large quantities of such gasolines would be significant
in amounts not yet determined by the Company, the Company currently
does not intend to make the changes necessary to produce such
gasolines. The Company has the ability to purchase or exchange for
these gasolines to supply its operations in Maricopa County. It is
possible that further legislation or regulation affecting motor fuel
specifications may be adopted that would impact geographic areas in
which the Company markets its products.

     The Company believes that local crude oil production currently
approximates local crude oil demand and that the supply of crude oil
and condensate in the Four Corners has improved as a result of enhanced
recovery programs and increased drilling activities by major oil
companies in the area. The Company is currently able to supplement
local crude oil supplies with Alaska North Slope crude oil ("ANS")
through its gathering systems interconnection with the Four Corners and
Texas-New Mexico common carrier pipeline systems. Based on projections
of local crude oil availability from the field and current levels of
usage of ANS (which are limited to 1,500 bpd by the refineries'
configurations), the Company believes an adequate supply of crude oil
and other feedstocks will be available from local producers, crude oil
sourced through common carrier pipelines and other sources to sustain
refinery operations for the foreseeable future at substantially the
levels currently being experienced. However, there is no assurance that
this situation will continue. Any significant long-term interruption in
crude oil supply or to the crude oil transportation system would have
an adverse effect on the Company's operations.

     The Company is aware of a number of actions, proposals or industry
discussions regarding product pipeline projects that could impact
portions of its marketing areas. One of these projects, the expansion
of the ATA Line (formerly called the Emerald Line) into Albuquerque was
completed in 1997. Another of these announced projects, which would
result in a refined products pipeline from Southeastern New Mexico to
the Albuquerque and Four Corners markets, is reportedly scheduled for
completion in 1998. In addition, various proposals or actions have been
announced to increase the supply of pipeline-supplied products to El
Paso, Texas, which is connected by pipeline to the Albuquerque market
to the north. The completion of some or all of these projects would
result in increased competition by increasing the amount of refined
products available in the Albuquerque, Four Corners and other market
areas, as well as allowing additional competitors improved access to
these market areas.

     The Year 2000 ("Y2K") issue is the result of computer systems
using a two-digit format rather than four to define the applicable
year. Such computer systems will be unable to properly interpret dates
beyond the year 1999, which could lead to a system failure or
miscalculations causing disruptions of operations. In 1997, the Company
developed a three-phase program for Y2K information systems compliance.
Phase I is to identify those systems with which the Company has
exposure to Y2K issues. Phase II is the development and implementation
of action plans to be Y2K compliant in all areas by mid-1999. Phase
III, to be completed in 1999, is the final testing of each major area
of exposure to ensure compliance. The Company has identified three
major areas determined to be critical for successful Y2K compliance:
(1) Financial and informational system applications, (2) Manufacturing
and process applications and (3) Business relationships.

     For Phase I, the Company is in the process of conducting an
internal review of all systems and contacting all software suppliers to
determine major areas of exposure to Y2K issues. In the financial and
information system area, a number of applications have been identified
as being Y2K compliant due to their recent implementation. The
Company's core financial and reporting systems are not Y2K compliant
but were already scheduled for replacement by mid-1999. Some subsidiary
financial systems will either be added to this replacement project or
will require internal systems revisions to be Y2K compliant.

     In the manufacturing and process area and the business
relationship area, the Company is in the process of identifying areas
of exposure.

     The Company believes it will cost approximately $2.5 million to
replace the core financial and reporting systems and has identified the
potential for 4,000 man hours of work to bring the remaining financial
and informational system applications into compliance at an estimated
cost of approximately $0.8 million. The Company is interviewing outside
consultants to undertake a portion of the work and expects
approximately two-thirds of the cost to be incurred in 1998 and the
remainder in 1999. The Company has not yet determined what costs will
be incurred in connection with the manufacturing and processing area
and the business relationship area.

     "Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This report contains forward-looking statements
that involve risks and uncertainties, including but not limited to
economic, competitive and governmental factors affecting the Company's
operations, markets, products, services and prices; the continuing
effect of the acquisition of the ninety-six retail service
station/convenience stores and the operations of Phoenix Fuel on the
Company' s financial position and results of operations; the expansion
of the Company's refining and retail operations through acquisition and
construction; the completion of capital projects identified in the 1998
capital budget; the impact of the mandated use of reformulated
gasolines on the Company's operations; the adequacy of raw material
supplies; the adequacy of the Company's environmental reserves and
reserves for tax assessments; the potential effects of various pipeline
projects as they relate to the Company's market area and future
profitability; the ability of the Company to become Y2K compliant and
other risks detailed from time to time in the Company's filings with
the Securities and Exchange Commission.




<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                    INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Giant Industries, Inc.
Scottsdale, Arizona

     We have audited the accompanying consolidated balance sheets of
Giant Industries, Inc. and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1997. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Giant Industries, Inc. and subsidiaries as of December 31, 1997 and
1996, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.






DELOITTE & TOUCHE LLP

Phoenix, Arizona
March 2, 1998
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                              GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS
                                                                                 December 31,
                                                                            ---------------------
                                                                              1997        1996
                                                                            ---------   ---------
                                                                                (In thousands)
<S>                                                                         <C>         <C>
ASSETS

Current assets:
  Cash and cash equivalents                                                 $  82,592   $  12,628
  Receivables:
     Trade, less allowance for doubtful accounts of $464,000 and $254,000      47,548      25,014
     Income tax refunds                                                           248       1,355
     Other                                                                      9,274       4,395
                                                                            ---------   ---------
                                                                               57,070      30,764
                                                                            ---------   ---------
  Inventories                                                                  57,598      38,226
  Prepaid expenses and other                                                    7,016       3,252
  Deferred income taxes                                                         2,800       1,636
                                                                            ---------   ---------
     Total current assets                                                     207,076      86,506
                                                                            ---------   ---------
Property, plant and equipment                                                 402,600     322,260
  Less accumulated depreciation and amortization                             (120,773)   (108,715)
                                                                            ---------   ---------
                                                                              281,827     213,545
                                                                            ---------   ---------
Goodwill, less accumulated amortization of $1,341,000 and $903,000             18,363         435
Other assets                                                                   28,105      23,521
                                                                            ---------   ---------
                                                                            $ 535,371   $ 324,007
                                                                            =========   =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                                         $     562   $   1,439
  Accounts payable                                                             55,546      35,754
  Accrued expenses                                                             39,243      27,772
                                                                            ---------   ---------
     Total current liabilities                                                 95,351      64,965
                                                                            ---------   ---------
Long-term debt, net of current portion                                        275,557     113,081
Deferred income taxes                                                          25,887      19,042
Other liabilities                                                               5,109       4,795
Commitments and contingencies (Notes 15 and 16)
Stockholders' equity:
  Preferred stock, par value $.01 per share, 10,000,000 shares
    authorized, none issued
  Common stock, par value $.01 per share, 50,000,000
    shares authorized, 12,232,367 and 12,221,367 shares issued                    122         122
  Additional paid-in capital                                                   72,699      72,617
  Retained earnings                                                            73,256      60,170
                                                                            ---------   ---------
                                                                              146,077     132,909
  Less common stock in treasury-at cost, 1,239,100 and 1,123,500 shares       (12,610)    (10,785)
                                                                            ---------   ---------
                                                                              133,467     122,124
                                                                            ---------   ---------
                                                                            $ 535,371   $ 324,007
                                                                            =========   =========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                  GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF EARNINGS

                                                                            Year Ended December 31,
                                                               ---------------------------------------------
                                                                  1997             1996             1995
                                                               -----------      -----------      -----------
                                                                    (In thousands except per share data)
<S>                                                            <C>              <C>              <C>
Net revenues                                                   $   657,278      $   499,184      $   332,888
Cost of products sold                                              487,748          361,864          234,271
                                                               -----------      -----------      -----------
Gross margin                                                       169,530          137,320           98,617

Operating expenses                                                  85,177           64,315           51,856
Depreciation and amortization                                       23,991           17,673           13,345
Selling, general and administrative expenses                        19,256           15,602           12,778
                                                               -----------      -----------      -----------
Operating income                                                    41,106           39,730           20,638
Interest expense                                                   (18,139)         (12,318)         (11,506)
Interest and investment income                                       2,133              771            2,239
                                                               -----------      -----------      -----------
Earnings from continuing operations before income taxes             25,100           28,183           11,371
Provision for income taxes                                           9,806           11,132            3,638
                                                               -----------      -----------      -----------
Earnings from continuing operations                                 15,294           17,051            7,733

Discontinued operations:
  Earnings from oil and gas operations (net of taxes)                                                    143
  Loss on disposal of oil and gas operations (net of taxes)                             (13)
                                                               -----------      -----------      -----------
Net earnings                                                   $    15,294      $    17,038      $     7,876
                                                               ===========      ===========      ===========
Earnings per common share - basic:
  Continuing operations                                        $      1.38      $      1.52      $      0.68
  Discontinued operations                                                                               0.01
                                                               -----------      -----------      -----------
  Net earnings                                                 $      1.38      $      1.52      $      0.69
                                                               ===========      ===========      ===========
Earnings per common share - assuming dilution:
  Continuing operations                                        $      1.37      $      1.50      $      0.67
  Discontinued operations                                                                               0.01
                                                               -----------      -----------      -----------
  Net earnings                                                 $      1.37      $      1.50      $      0.68
                                                               ===========      ===========      ===========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                               GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                                             Unearned
                                                                  Unearned   compen-    Unrealized
                              Common stock                        employee    sation     loss on                        Total
                            ---------------- Additional           benefits  related to  securities   Treasury stock     stock-
                             Shares     Par   paid-in   Retained  related   restricted  available- ------------------- holders'
                             issued    value  capital   earnings  to ESOP      stock     for-sale    Shares     Cost    equity
                            ---------- ----- ---------- --------  --------  ----------  ---------- --------- --------- --------
                                                         (In thousands except number of shares)
<S>                         <C>         <C>   <C>       <C>        <C>        <C>        <C>       <C>       <C>       <C>
Balances, January 1, 1995   12,187,629  $122  $72,373   $40,373    $ (514)    $ (614)    $ (398)     202,300 $ (1,652) $109,690
Purchase of treasury stock                                                                           737,200   (6,349)   (6,349)
Stock options exercised          1,000              8                                                                         8
Benefits allocated to
  employees by ESOP                                                   514                                                   514
Compensation related to
  restricted stock awards                           8                            463                                        471
Dividends declared                                       (2,876)                                                         (2,876)
Change in unrealized loss
  on securities available-
  for-sale                                                                                  398                             398
Net earnings                                              7,876                                                           7,876
                            ----------  ----  -------   -------    ------     ------     ------    --------- --------  --------
Balances, December 31, 1995 12,188,629   122   72,389    45,373                 (151)                939,500   (8,001)  109,732
Purchase of treasury stock                                                                           184,000   (2,784)   (2,784)
Stock options exercised         32,750            216                                                                       216
Compensation related to
  restricted stock awards                          12                            151                                        163
Restricted stock award
  fractional shares
  redeemed/canceled                (12)
Dividends declared                                       (2,241)                                                         (2,241)
Net earnings                                             17,038                                                          17,038
                            ----------  ----  -------   -------    ------     ------     ------    --------- --------  --------
Balances, December 31, 1996 12,221,367   122   72,617    60,170                                    1,123,500  (10,785)  122,124
Purchase of treasury stock                                                                           115,600   (1,825)   (1,825)
Stock options exercised         11,000             82                                                                        82
Dividends declared                                       (2,208)                                                         (2,208)
Net earnings                                             15,294                                                          15,294
                            ----------  ----  -------   -------    ------     ------     ------    --------- --------  --------
Balances, December 31, 1997 12,232,367  $122  $72,699   $73,256    $          $          $         1,239,100 $(12,610) $133,467
                            ==========  ====  =======   =======    ======     ======     ======    ========= ========  ========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                      GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                      Year Ended December 31,
                                                                                 --------------------------------
                                                                                   1997        1996        1995
                                                                                 --------    --------    --------
                                                                                            (In thousands)
<S>                                                                              <C>         <C>         <C>
Cash flows from operating activities:
  Net earnings                                                                   $ 15,294    $ 17,038    $  7,876
  Adjustments to reconcile net earnings to
     net cash provided by continuing operating activities:
     Loss (earnings) from discontinued operations                                                  13        (143)
     Depreciation and amortization                                                 23,991      17,673      13,345
     Deferred income taxes                                                          5,681       6,514       1,632
     Restricted stock award compensation                                                          163         471
     Changes in other assets and liabilities                                       (2,557)        470        (328)
     Other                                                                            801          73          57
     Changes in operating assets and liabilities:
       Increase in receivables                                                     (7,876)     (6,718)     (2,513)
       (Increase) decrease in inventories                                         (13,494)      4,355     (10,311)
       (Increase) decrease in prepaid expenses and other                             (156)        647      (1,563)
       Increase in accounts payable                                                 2,784       1,644      15,096
       Increase in accrued expenses                                                 6,824         883         904
                                                                                 --------    --------    --------
Net cash provided by continuing operating activities                               31,292      42,755      24,523
                                                                                 --------    --------    --------
Cash flows from investing activities:
  Refinery acquisition                                                                                    (55,000)
  Acquisition of businesses, net of cash received                                 (47,168)
  Purchases of property, plant and equipment and other assets                     (35,752)    (27,468)    (22,978)
  Refinery acquisition contingent payment                                          (6,910)
  Proceeds from sale of property, plant and equipment and other assets              4,606       4,587       2,588
  Payments received on ESOP loan                                                                              514
  Proceeds from sales and maturities of marketable securities                                              35,991
  Proceeds from sale of discontinued operations                                                24,106
  Net cash used by discontinued operations                                                     (3,831)     (6,150)
                                                                                 --------    --------    --------
Net cash used by investing activities                                             (85,224)     (2,606)    (45,035)
                                                                                 --------    --------    --------
Cash flows from financing activities:
  Proceeds of long-term debt                                                      283,100      10,000      41,000
  Payments of long-term debt                                                     (151,924)    (42,218)    (14,458)
  Purchase of treasury stock                                                       (1,825)     (2,784)     (6,349)
  Deferred financing costs                                                         (3,319)                   (698)
  Payment of dividends                                                             (2,218)     (2,284)     (2,302)
  Proceeds from exercise of stock options                                              82         216           8
                                                                                 --------    --------    --------
Net cash provided (used) by financing activities                                  123,896     (37,070)     17,201
                                                                                 --------    --------    --------
Net increase (decrease) in cash and cash equivalents                               69,964       3,079      (3,311)
Cash and cash equivalents:
  Beginning of year                                                                12,628       9,549      12,860
                                                                                 --------    --------    --------
  End of year                                                                    $ 82,592    $ 12,628    $  9,549
                                                                                 ========    ========    ========
</TABLE>

Significant Noncash Investing and Financing Activities. During
1997, the Company exchanged an office building and a truck
maintenance shop with net book values totaling approximately
$1,300,000 and recorded $22,904,000 for capital leases as part of
the acquisition of the Thriftway Assets. In addition, approximately
$7,243,000 was incurred as a contingent payment related to the
acquisition of the Bloomfield refinery. During 1996, the Company
accrued $2,250,000 for estimated preacquisition environmental
liabilities assumed and $6,910,000 was incurred as a contingent
payment, both related to the acquisition of the Bloomfield
refinery. During 1995, two retail units with a net book value of
$1,613,000 were exchanged for a finished products terminal and
$1,198,000 was incurred as a contingent payment related to the
acquisition of the Bloomfield refinery.

The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>
<PAGE>
                  GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1--DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

     Giant Industries, Inc. ("Giant" or the "Company") is organized
through two wholly-owned subsidiaries, Giant Industries Arizona, Inc.
("Giant Arizona") and Giant Exploration and Production Company
("Giant E&P").  Giant Arizona, along with a number of its wholly-
owned subsidiaries, is engaged in the refining and marketing
business.  In addition, through its wholly-owned subsidiary Phoenix
Fuel Co., Inc. ("Phoenix Fuel"), Giant Arizona operates an
independent industrial/commercial petroleum products distribution
operation.  Substantially all of the oil and gas assets of Giant E&P
were sold in August 1996.

DESCRIPTION OF BUSINESS

     The Company operates primarily as an independent refiner and
marketer of petroleum products. The Company has two operating
refineries in New Mexico. The Ciniza refinery, with a crude oil
throughput capacity of 20,800 barrels per day ("bpd") and a total
capacity including natural gas liquids of 26,000 bpd, is located near
Gallup, New Mexico. In October 1995, the Company acquired the
Bloomfield refinery, with a crude oil throughput capacity of 18,000
bpd and a total capacity including natural gas liquids of 18,600 bpd,
located in Bloomfield, New Mexico. (See Note 3 for further
discussion.) In May and June 1997, the Company acquired ninety-six
service station/convenience stores, nearly tripling its retail
operations, and Phoenix Fuel, whose operations are located throughout
the state of Arizona. (See Note 3 for further discussion.)

     The Company's principal business is the refining of crude oil
into petroleum products which are sold through branded retail outlets
as well as through distributors, industrial/commercial accounts and
major oil companies. The Company is the largest refiner and marketer
of petroleum products in the Four Corners area of the southwestern
United States where New Mexico, Arizona, Colorado and Utah adjoin. As
an adjunct to its retail outlets, the Company sells merchandise
through its stores.

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of
Giant and all its subsidiaries. All significant intercompany accounts
and transactions have been eliminated.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with
generally accepted accounting principles necessarily requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.

NET REVENUES

     Revenues are recognized from sales when product ownership is
transferred to the customer. Excise and other similar taxes are
excluded from net revenues.

STATEMENTS OF CASH FLOWS

     All highly liquid instruments with an original maturity of three
months or less are considered to be cash equivalents.

FUTURES AND OPTION CONTRACTS

     The Company periodically enters into futures or option contracts
to hedge its exposure to price fluctuations on crude oil and refined
products. Gains and losses on hedge contracts are deferred and
reported as a component of the related transaction. For the purposes
of the Statement of Cash Flows, hedging transactions are considered
to be operating activities.

INTEREST RATE SWAPS

     In the past, interest rate management techniques such as swaps
and caps were entered into in order to effectively manage and reduce
net interest expense. Net settlements on swap transactions are
reported as an adjustment to net interest expense over the life of
the associated debt instruments. These debt instruments were repaid
in 1996, and the remaining net settlement proceeds were recorded as
an adjustment to interest expense.

MARKETABLE SECURITIES

     All marketable securities were sold or matured in 1995.
Marketable securities were stated at fair value which was generally
estimated based on quoted market prices.

CONCENTRATION OF CREDIT RISK

     Credit risk with respect to customer receivables is concentrated
in a small geographic area in which the Company operates and relates
primarily to customers in the oil and gas industry. To minimize this
risk, the Company performs ongoing credit evaluations of its
customers' financial position and requires collateral, such as
letters of credit, in certain circumstances.

INVENTORIES

     Inventories are stated at the lower of cost or market. Costs for
crude oil and refined products produced by the refineries and the lube
oils, refined products and other merchandise of Phoenix Fuel are
determined by the last-in, first-out ("LIFO") method. Costs for
exchange and terminal refined products and shop supplies are determined
by the first-in, first-out ("FIFO") method. Costs for merchandise
inventories at retail locations are determined by the retail inventory
method.

PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are stated at cost and are
depreciated on the straight-line method over their respective estimated
useful lives. The estimated useful lives for the various categories of
property, plant and equipment are:

     Buildings and improvements           7-30 years
     Machinery and equipment              7-24 years
     Pipelines                              30 years
     Furniture and fixtures               2-15 years
     Vehicles                              3-7 years

     Routine maintenance, repairs and replacement costs are charged
against earnings as incurred. Turnaround costs, which consist of
complete shutdown and inspection of significant units of the refineries
at intervals of two or more years for necessary repairs and
replacements, are deferred and amortized over the period until the next
expected shutdown which generally ranges from twenty-four to forty-
eight months depending on the type of shutdown and the unit involved.
Expenditures which materially increase values, expand capacities or
extend useful lives are capitalized. Interest expense is capitalized as
part of the cost of constructing major facilities and equipment.

GOODWILL

     Goodwill is carried at cost less accumulated amortization.
Goodwill is amortized on the straight-line method over the periods of
expected benefit ranging from fifteen to thirty years.

LONG-LIVED ASSETS

     In accordance with Statement of Financial Accounting Standards
("SFAS") No. 121, the Company reviews the carrying values of its long-
lived assets and identifiable intangibles for possible impairment
whenever events or changes in circumstances indicate that the carrying
amount of assets to be held and used may not be recoverable. For assets
to be disposed of, the Company reports long-lived assets and certain
identifiable intangibles at the lower of carrying amount or fair value
less cost to sell.

TREASURY STOCK

     The Company's Board of Directors has authorized the repurchase of
up to 1,500,000 shares of the Company's common stock or approximately
12% of all shares issued as of the inception of the repurchase program.
These purchases may be made from time to time as conditions permit.
Shares may be repurchased through privately-negotiated transactions,
block share purchases and open market transactions. Through the end of
1997, the Company had repurchased 1,239,100 shares at a cost of
approximately $12,610,000. These shares are being treated as treasury
shares.

ENVIRONMENTAL EXPENDITURES

     Environmental expenditures that relate to current operations are
expensed or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not
contribute to current or future revenue generation, are expensed.
Liabilities are recorded when environmental assessments and/or remedial
efforts are probable and the costs can be reasonably estimated.

INCOME TAXES

     The provision for income taxes is based on earnings reported in
the financial statements. Deferred income taxes are provided on
temporary differences between the basis of assets and liabilities for
financial reporting purposes and income tax purposes.

EARNINGS PER COMMON SHARE

     In March 1997, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 128, "Earnings Per Share", which is effective for
financial statements for both interim and annual periods ending after
December 15, 1997. The Company has implemented this Statement and, as
required, has restated earnings per share ("EPS") for all periods
presented. This new standard requires dual presentation of "basic" and
"diluted" EPS on the face of the earnings statement and requires a
reconciliation of the numerator and denominator of the basic and
diluted EPS calculations. (See Note 2.) Basic earnings per common share
is computed on the weighted average number of shares of common stock
outstanding during each period. Earnings per common share assuming
dilution is computed on the weighted average number of shares of common
stock outstanding plus additional shares representing the exercise of
outstanding common stock options using the treasury stock method.

NEW ACCOUNTING PRONOUNCEMENTS

     In October 1996, the American Institute of Certified Public
Accountants issued Statement of Position ("SOP") 96-1 "Environmental
Remediation Liabilities". The Company adopted this Statement in the
first quarter of 1997. Based on a review of environmental remediation
activities, there was no current impact on the Company's financial
position or results of operations.

     In June 1997, the FASB issued SFAS No. 130 "Reporting
Comprehensive Income" and SFAS No. 131 "Disclosures About Segments of
an Enterprise and Related Information". SFAS No. 130 requires that an
enterprise (a) classify items of other comprehensive income by their
nature in a financial statement and (b) display the accumulated
balance of other comprehensive income separately from retained
earnings and additional capital in the equity section of a statement
of financial position. SFAS No. 131 establishes standards for the way
that public enterprises report information about operating segments
in annual financial statements and requires that those enterprises
report selected information about operating segments in interim
financial reports issued to shareholders. It also establishes
standards for disclosures about products and services, geographic
areas and major customers. Both statements are effective for fiscal
year 1998.  The Company has not completed evaluating the effects
these Statements will have on its financial reporting and
disclosures. The Statements will have no effect on the Company's
financial position or results of operations.

RECLASSIFICATIONS

     Certain reclassifications have been made to the 1996 financial
statements and notes to conform to the statement classifications used
in 1997.


<PAGE>
<PAGE>
NOTE 2--EARNINGS PER SHARE:

     As discussed in Note 1, the following is a reconciliation of the
numerators and denominators of the basic and diluted per share
computations for income from continuing operations as required by
SFAS No. 128:

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                            ----------------------------------------------------------------------------------------------------
                                          1997                              1996                              1995
                            --------------------------------  --------------------------------  --------------------------------
                                                       Per                               Per                               Per
                              Income        Shares    Share     Income        Shares    Share     Income        Shares    Share
                            (Numerator) (Denominator) Amount  (Numerator) (Denominator) Amount  (Numerator) (Denominator) Amount
                            ----------- ------------- ------  ----------- ------------- ------  ----------- ------------- ------
<S>                         <C>          <C>          <C>     <C>          <C>          <C>      <C>         <C>          <C>
Earnings per common share
  - basic
  Earnings from continuing
    operations              $15,294,000  11,050,853   $1.38   $17,051,000  11,220,380   $1.52    $7,733,000  11,478,779   $0.68
  Effect of dilutive
    stock options                           124,041                           115,964                            40,541
                            -----------  ----------   -----   -----------  ----------   -----    ----------  ----------   -----
Earnings per common share
  - assuming dilution
  Earnings from continuing
    operations              $15,294,000  11,174,894   $1.37   $17,051,000  11,336,344   $1.50    $7,733,000  11,519,320   $0.67
                            ===========  ==========   =====   ===========  ==========   =====    ==========  ==========   =====
</TABLE>

     There were no transactions subsequent to December 31, 1997, that
if the transactions had occurred before December 31, 1997, would
materially change the number of common shares or potential common
shares outstanding as of December 31, 1997.



<PAGE>
<PAGE>
NOTE 3--ACQUISITIONS AND DISPOSITIONS:

     Over the period May 28, 1997 to May 31, 1997, Giant Four
Corners, Inc., ("GFC"), an indirect wholly-owned subsidiary of the
Company, completed the acquisition of ninety-six retail service
station/convenience stores, seven additional retail locations for
future development, certain petroleum transportation and maintenance
assets, options to acquire service station/convenience stores and
other related assets (the "Thriftway Assets"). The assets were
acquired from Thriftway Marketing Corp. and Clayton Investment
Company and from entities related to such sellers (collectively,
"Thriftway").

     Thirty-two service station/convenience stores, the seven retail
locations for future development, the transportation and maintenance
assets, the options to acquire service station/convenience stores and
other related assets were purchased for approximately $19,100,000 in
cash and an office building and a truck maintenance shop with net
book values totaling approximately $1,300,000. GFC is leasing the
remaining sixty-four service station/convenience stores and related
assets for a period of ten years and intends to purchase them
pursuant to options to purchase during the ten year period for
approximately $22,900,000. The lease obligations are accounted for as
capital leases and initially require annual lease payments of
approximately $2,600,000. These lease payments will be reduced as the
individual service station/convenience stores are purchased pursuant
to the options. The Company intends to purchase fifty-nine of these
units for approximately $15,900,000 in the first half of 1998. Annual
lease payments will be reduced by approximately $1,800,000 when these
units are purchased.

     The service station/convenience stores acquired are retail
outlets that sell various grades of gasoline, diesel fuel and
merchandise to the general public and are located in New Mexico,
Arizona, Colorado and Utah, in or adjacent to the Company's primary
market area. GFC intends to use substantially all of the assets
acquired in a manner consistent with their previous operation.

     In late 1997, the Company entered into an arrangement to sell
some of the ninety-six units and additional retail locations acquired
or leased from Thriftway. Fourteen of these units and two of the
additional retail locations were sold in early 1998 for approximately
$1,500,000.

     GFC also entered into a consignment agreement with Thriftway to
supply finished product to sixteen service station/convenience stores
operated by Thriftway which are located on the Navajo, Ute and Zuni
Indian Reservations. Under this agreement, GFC receives the profits
from the finished product sales and pays Thriftway annual consignment
fees. GFC has options to purchase these service station/convenience
stores. The Company has also entered into long-term supply
arrangements with Thriftway to provide gasoline and diesel fuel to
other service stations in the area that will continue to be operated
by Thriftway.

     GFC paid additional monies for finished product, merchandise and
supply inventories associated with the units acquired. The amount
paid approximated the sellers' cost of such inventories.

     On June 3, 1997, Giant Arizona purchased all of the issued and
outstanding common stock of Phoenix Fuel from J. W. Wilhoit, as
Trustee of the Wilhoit Trust Agreement dated December 26, 1974 and
other related entities for approximately $30,000,000 in cash.

     Phoenix Fuel is an independent industrial/commercial petroleum
products distributor with current wholesale fuel sales of
approximately 17,000 barrels per day and cardlock fuel sales of
approximately 2,000 barrels per day, including gasoline, diesel fuel,
burner fuel, jet fuel, aviation fuel and kerosene. In addition,
Phoenix Fuel distributes approximately 370 barrels per day of oils
and lubricants such as motor oil, hydraulic oil, gear oil, cutting
oil and grease.

     Phoenix Fuel has nine bulk petroleum distribution plants,
twenty-two cardlock fueling operations, a lubricant storage and
distribution facility and operates a fleet of forty finished product
truck transports. These assets and related operations are located
throughout the state of Arizona and will continue to be used in a
manner consistent with their previous operation.

     Both acquisitions have been accounted for using the purchase
method. Results of operations of the acquired businesses from their
respective dates of acquisition have been included in the Company's
Consolidated Statement of Earnings for the year ended December 31,
1997. The Company recorded goodwill of approximately $17,000,000 for
the acquisition of Phoenix Fuel and $1,000,000 for the acquisition of
the Thriftway Assets. The Company is amortizing goodwill related to
the Phoenix Fuel acquisition over 30 years and goodwill related to
the Thriftway Assets acquisition over 15 years.

     The acquisitions were funded under the Company's Credit
Agreement, as amended, with a group of banks. The amounts borrowed
were subsequently repaid with the issuance of $150,000,000 of 9%
senior subordinated notes (the "9% Notes").

     The following unaudited Pro Forma Combined Condensed Statements
of Earnings for the years ended December 31, 1997 and 1996 combine
the historical financial information for the Company, the Thriftway
Assets and Phoenix Fuel assuming the acquisitions were consummated at
the beginning of the periods presented, as well as the sale of the 9%
Notes and the application of the proceeds as described in Note 9,
assuming such transaction had occurred at the beginning of the
periods. The pro forma statements include the results of operations
of the Company and the Acquisitions, along with adjustments which
give effect to events that are directly attributable to the
transactions and which are expected to have a continuing impact.

     This unaudited pro forma financial information does not purport
to represent the results of operations that actually would have
resulted had the purchases occurred on the date specified, nor should
it be taken as indicative of the future results of operations.





<PAGE>
<PAGE>
<TABLE>
                  PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
                         YEAR ENDED DECEMBER 31, 1997 AND 1996
                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                      (UNAUDITED)
<CAPTION>
                                                           Pro Forma    Pro Forma
                                                             1997         1996
                                                          ----------   ----------
<S>                                                       <C>          <C>
Net revenues                                              $  790,184   $  785,756
Cost of products sold                                        599,474      596,244
                                                          ----------   ----------
Gross margin                                                 190,710      189,512
Operating expenses                                            97,235       93,881
Depreciation and amortization                                 26,810       24,142
Selling, general and administrative expenses                  22,358       21,114
                                                          ----------   ----------
Operating income                                              44,307       50,375
Interest expense, net                                         20,950       20,339
                                                          ----------   ----------
Earnings from continuing operations before income taxes       23,357       30,036
Provision for income taxes                                     9,118       11,864
                                                          ----------   ----------
Earnings from continuing operations                       $   14,239   $   18,172
                                                          ==========   ==========
Earnings per common share - basic                         $     1.29   $     1.62
                                                          ==========   ==========
Earnings per common share - assuming dilution             $     1.27   $     1.60
                                                          ==========   ==========
</TABLE>

     On December 12, 1997, the Company completed the sale of its
ethanol processing plant in Portales, New Mexico for $4,000,000 in
cash. The Company incurred a pretax loss of approximately $1,200,000 on
the disposition. The Company temporarily closed this plant in October
1995 and had planned to reopen the facility in 1997 because of improved
economics, but decided to sell the facility when the opportunity arose
and to concentrate on its core business of refining and marketing. In
1997 and 1996, the Company incurred expenses of approximately $307,000
and $468,000, respectively, to maintain this facility in addition to
approximately $606,000 and $683,000, respectively, in depreciation. For
1995, this operation contributed approximately $7,000,000 in third
party revenues and an operating loss of approximately $782,000.

     On October 4, 1995, the Company completed the purchase of the
Bloomfield refinery along with related pipeline and transportation
assets from Gary-Williams Energy Co. and its wholly-owned subsidiary,
Bloomfield Refining Company ("BRC").

     The purchase price was $55,000,000 plus approximately $7,500,000
for crude oil and refined products inventories associated with the
refinery operations. The purchase agreement provides for potential
contingent payments to be made to BRC over approximately six years
from the acquisition date, not to exceed a present value of
$25,000,000, should certain criteria be met. These contingent payments
are considered to be additional purchase price and will be allocated
to the assets acquired in the same proportions as the original
purchase price was allocated, not to exceed the estimated current
replacement cost, and amortized over the estimated remaining life of
the assets. At December 31, 1997, 1996 and 1995, the Company had
accrued $7,243,000, $6,910,000 and $1,198,000, respectively, under
this arrangement relating to 1997, 1996 and 1995 operations. In
addition, the Company accrued $2,250,000 in 1996 relating to certain
environmental obligations assumed in the purchase.

<PAGE>
<PAGE>
NOTE 4--DISCONTINUED OPERATIONS:

     In early 1996, the Company approved a plan of disposition for its
oil and gas segment. The decision was based upon management's review
of the prospects for this operation, which indicated that substantial
new capital would be necessary to further develop this business and
reach an acceptable level of profitability and integration.

     The net assets of the oil and gas segment at December 31, 1995,
were approximately $26,689,000, consisting primarily of oil and gas
properties and related deferred taxes.

     On August 30, 1996, the Company completed the sale of
substantially all of its oil and gas assets for $25,500,000. The
transaction was structured so that the Company retained only the oil
and gas properties that will generate future coal seam gas tax
credits under Section 29 of the Internal Revenue Code. The reserves
related to these properties will be produced by the buyer and tax
credits will be realized by the Company. Future coal seam gas tax
credits, when earned, will be used to offset income taxes payable.

     Revenues for the oil and gas operations in 1996, up to the date
of sale, were $6,891,000 and were $8,363,000 for 1995. These revenues
are not included in revenues as reported in the Consolidated
Statements of Earnings.

     Loss on the disposal of the oil and gas segment for 1996 is a
loss on the sale of the oil and gas properties of approximately
$18,000, including a provision for income taxes of $53,000, offset by
earnings from operations of approximately $5,000, including income
tax benefits of $861,000. For 1995, earnings from operations were
$143,000, net of income taxes of $154,000.






<PAGE>
<PAGE>
NOTE 5--MARKETABLE SECURITIES:

     During 1995, all of the Company's marketable securities, which
were classified as available-for-sale as defined in SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities,"
were sold or matured. In recording gains and losses on the sale of
marketable securities, cost is determined using specific
identification.


<PAGE>
<PAGE>
NOTE 6--INVENTORIES:

     Inventories consist of the following:

<TABLE>
<CAPTION>
                                                        December 31,
                                                    -------------------
                                                     1997        1996
                                                    -------     -------
                                                       (In thousands)
<S>                                                 <C>         <C>
First-in, first-out ("FIFO") method:
  Crude oil                                         $12,736     $10,443
  Refined products                                   25,562      22,462
  Refinery and shop supplies                          7,530       7,439
  Merchandise                                         4,640
Retail method:
  Merchandise                                         5,840       2,768
                                                    -------     -------
     Subtotal                                        56,308      43,112
Allowance for last-in, first-out ("LIFO") method      4,220      (4,886)
Allowance for lower of cost or market                (2,930)
                                                    -------     -------
     Total                                          $57,598     $38,226
                                                    =======     =======
</TABLE>

     The portion of inventories valued on a LIFO basis totaled
$37,714,000 and $25,887,000 at December 31, 1997 and 1996,
respectively. The following data will facilitate comparison with the
operating results of companies using the FIFO method of inventory
valuation.

     If inventories had been determined using the FIFO method at
December 31, 1997, 1996 and 1995, net earnings and basic earnings per
share for the years ended December 31, 1997, 1996 and 1995 would have
been (lower) higher by $(3,705,000) and $(0.34), $2,883,000 and $0.26
and $(268,000) and $(0.02), respectively.


<PAGE>
<PAGE>
NOTE 7--PROPERTY, PLANT AND EQUIPMENT:

     Property, plant and equipment, at cost, consist of the following:

<TABLE>
<CAPTION>
                                                       December 31,
                                                  ---------------------
                                                     1997        1996
                                                  ---------   ---------
                                                      (In thousands)
<S>                                               <C>         <C>
Land and improvements                             $  29,354   $  24,053
Buildings and improvements                           96,817      61,955
Machinery and equipment                             203,726     195,964
Pipelines                                             9,789       9,510
Furniture and fixtures                               28,658      16,568
Vehicles                                             10,620       8,372
Construction in progress                             23,636       5,838
                                                  ---------   ---------
  Subtotal                                          402,600     322,260
Accumulated depreciation and amortization          (120,773)   (108,715)
                                                  ---------   ---------
    Total                                         $ 281,827   $ 213,545
                                                  =========   =========
</TABLE>

<PAGE>
<PAGE>
NOTE 8--ACCRUED EXPENSES:

     Accrued expenses are comprised of the following:

<TABLE>
<CAPTION>
                                                          December 31,
                                                      -------------------
                                                       1997        1996
                                                      -------     -------
                                                         (In thousands)
<S>                                                   <C>         <C>
Excise taxes                                          $ 9,926     $ 8,212
Bloomfield refinery acquisition contingent payment      7,243       6,910
Payroll and related costs                               5,240       3,804
Bonus, profit sharing and retirement plans              2,880       2,850
Interest                                                6,223       1,267
Other                                                   7,731       4,729
                                                      -------     -------
     Total                                            $39,243     $27,772
                                                      =======     =======
</TABLE>

<PAGE>
<PAGE>
NOTE 9--LONG-TERM DEBT:

     Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                           December 31,
                                                      ---------------------
                                                        1997         1996
                                                      --------     --------
                                                         (In thousands)
<S>                                                   <C>          <C>
9% senior subordinated notes, due 2007, interest
  payable semi-annually                               $150,000
9 3/4% senior subordinated notes, due 2003,
  interest payable semi-annually                       100,000     $100,000
Capital lease obligations, 11.3%, due 2007,
  interest payable monthly                              22,904
Unsecured credit agreement, due 2000, paid in 1997                   10,000
Notes payable to others, collateralized by real
  estate, 9% to 11%, due 1997 to 2010, interest
  payable monthly or annually                            1,193        2,208
8% secured promissory note, paid in 1997                                973
Other                                                    2,022        1,339
                                                      --------     --------
    Subtotal                                           276,119      114,520
Less current portion                                      (562)      (1,439)
                                                      --------     --------
    Total                                             $275,557     $113,081
                                                      ========     ========
</TABLE>

     During August 1997, the Company issued the 9% Notes due 2007.
The net proceeds of the 9% Notes, after deducting expenses and
initial purchasers discounts, were approximately $146,800,000.
Approximately $73,600,000 of the proceeds were used to repay
outstanding indebtedness and the Company intends to use approximately
$18,900,000 to purchase service station/convenience stores currently
subject to capital lease obligations. The remaining proceeds of
approximately $54,300,000 will be used for general corporate
purposes. Interest on the 9% Notes is payable semi-annually on March
1 and September 1, commencing March 1, 1998.

     Repayment of the 9% Notes and the 9 3/4% senior subordinated
notes (the "9 3/4% Notes") is jointly and severally guaranteed on an
unconditional basis by the Company's direct and indirect wholly-owned
subsidiaries, subject to a limitation designed to ensure that such
guarantees do not constitute a fraudulent conveyance.  Except as
otherwise allowed in the Indenture pursuant to which the Notes were
issued, there are no restrictions on the ability of such subsidiaries
to transfer funds to the Company in the form of cash dividends, loans
or advances.  General provisions of applicable State law, however,
may limit the ability of any subsidiary to pay dividends or make
distributions to the Company in certain circumstances.

     No separate financial statements of the subsidiaries are
included herein because the subsidiaries are jointly and severally
liable; the aggregate assets, liabilities, earnings, and equity of
the subsidiaries are substantially equivalent to the assets,
liabilities, earnings, and equity of the Company on a consolidated
basis; and the separate financial statements and other disclosures
concerning the subsidiaries are not deemed material to investors.

     The Indentures supporting the 9% Notes and the 9 3/4% Notes
(collectively, the "Notes") contain restrictive covenants that, among
other things, restrict the ability of the Company and its
subsidiaries to create liens, incur or guarantee debt, pay dividends,
sell certain assets or subsidiary stock, engage in certain mergers,
engage in certain transactions with affiliates or alter the Company's
current line of business.  At December 31, 1997, the Company was in
compliance with these covenants. In addition, subject to certain
conditions, the Company is obligated to offer to purchase a portion
of the Notes at a price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of
purchase, with the net cash proceeds of certain sales or other
dispositions of assets. Upon a change of control, the Company will be
required to offer to purchase all of the Notes at 101% of the
principal amount thereof, plus accrued interest, if any, to the date
of purchase. At December 31, 1997, retained earnings available for
dividends under the most restrictive terms of the Indentures was
approximately $19,700,000.

     The Company currently has a Credit Agreement (the "Agreement")
with a group of banks.  This Agreement was amended effective May 23,
1997 to increase the borrowing commitment under the unsecured capital
expenditure facility portion of the Agreement from $30,000,000 to
$70,000,000, and to extend the due date from October 4, 1998 to May
23, 2000.  On May 23, 1999, the borrowing commitment under the
capital expenditure facility is required to be reduced by
$20,000,000. At December 31, 1997, there were no outstanding
borrowings under the capital expenditure facility.

     In addition, the Agreement contains a three-year unsecured
working capital facility to provide working capital and letters of
credit in the ordinary course of business.  The availability under
this working capital facility is the lesser of (i) $40,000,000, or
(ii) the amount determined under a borrowing base calculation tied to
eligible accounts receivable and inventories as defined in the
Agreement. At December 31, 1997, the lesser amount was $40,000,000.
At December 31, 1997, there were no direct borrowings and there were
$15,938,000 of irrevocable letters of credit outstanding under this
facility. The due date of this facility was also extended to May 23,
2000.

     The interest rate on these unsecured facilities is tied to
various short-term indices and the associated interest rate margin
has been revised downward.  The interest rate at December 31, 1997
was approximately 6.5%. The Company is required to pay a quarterly
commitment fee based on the unused amount of each facility.

     The Agreement contains certain covenants and restrictions
which require the Company to, among other things, maintain a minimum
consolidated net worth; minimum fixed charge coverage ratio; minimum
funded debt to total capitalization percentage; and places limits on
investments, prepayment of senior subordinated debt, guarantees,
liens and restricted payments.  At December 31, 1997, the Company was
in compliance with these covenants.  The Agreement is guaranteed by
substantially all of the Company's wholly-owned subsidiaries.

    Near the end of May 1997, the Company completed the acquisition
of the Thriftway Assets. Sixty-four of the retail service
station/convenience stores are being leased for a period of ten years
and the Company intends to purchase them pursuant to options to
purchase during the ten-year period for approximately $22,904,000.
The lease obligations are being accounted for as capital leases and
require annual lease payments of approximately $2,600,000, all of
which is recorded as interest expense. Assets associated with these
lease obligations of $19,869,000 are included in property, plant and
equipment. Accumulated depreciation of $939,000 is related to these
assets. The remaining assets of $3,035,000, primarily liquor
licenses, are included in other assets. It is the Company's intent to
purchase fifty-nine of these service station/convenience stores in
the first half of 1998 for approximately $15,900,000. Annual lease
payments will be reduced by $1,800,000 when these units have been
purchased.

     Aggregate annual maturities of long-term debt as of December 31,
1997 are: 1998 - $562,000; 1999 - $1,142,000; 2000 - $200,000; 2001 -
$149,000; 2002 - $130,000; and all years thereafter - $273,936,000.

<PAGE>
<PAGE>
NOTE 10--FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY:

     The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No.
107, "Disclosures about Fair Value of Financial Instruments" and SFAS
No. 119, "Disclosures about Derivative Financial Instruments and Fair
Value of Financial Instruments."  The estimated fair value amounts have
been determined by the Company using available market information and
valuation methodologies described below.  However, considerable
judgment is required in interpreting market data to develop the
estimates of fair value.  Accordingly, the estimates presented herein
may not be indicative of the amounts that the Company could realize in
a current market exchange.  The use of different market assumptions or
valuation methodologies may have a material effect on the estimated
fair value amounts.

     The carrying amounts and estimated fair values of the Company's
financial instruments are as follows:

<TABLE>
<CAPTION>
                                                      December 31,
                                       ------------------------------------------
                                               1997                 1996
                                       --------------------  --------------------
                                       Carrying  Estimated   Carrying  Estimated
                                        Amount   Fair Value   Amount   Fair Value
                                       --------  ----------  --------  ----------
                                                  (In thousands)
<S>                                    <C>        <C>        <C>        <C>
Balance Sheet--Financial
  Instruments:
    Fixed rate long-term debt          $253,180   $256,536   $104,449   $108,491
</TABLE>

     The carrying values of cash and cash equivalents, receivables,
accounts payable and accrued expenses approximate fair values due to
the short-term maturities of these instruments.  Variable rate
long-term debt instruments are estimated to approximate fair values as
rates are tied to short-term indices.

FIXED RATE LONG-TERM DEBT

     The fair value of fixed rate long-term debt was determined using
quoted market prices, where applicable, or estimated by discounting
future cash flows using rates estimated to be currently available for
debt of similar terms and remaining maturities.

HEDGING ACTIVITIES

     The Company purchases crude oil futures contracts and options to
reduce price volatility, to fix margins in its refining and marketing
operations and to protect against price declines for excess inventory
volumes. These contracts permit settlement by delivery of commodities
and, therefore, are not financial instruments, as defined by SFAS No.
105.

     The Company uses these contracts in its hedging activities.  At
December 31, 1997, the Company's hedging activities had futures
contracts maturing in 1998 covering 42,000 barrels of crude oil and
36,000 barrels of heating oil.  At December 31, 1996, the Company's
hedging activities had futures contracts maturing in 1997 covering
16,000 barrels of crude oil. The crude oil futures contracts qualify
as hedges and any gains or losses resulting from market changes are
substantially offset by losses or gains on the Company's hedging
contracts. Gains and losses on hedging contracts are deferred and
reported as a component of the related transaction.  Net deferred
losses for the Company's petroleum hedging activities were
approximately $199,000 and $30,000 at December 31, 1997 and 1996,
respectively.

     The Company is exposed to loss in the event of nonperformance by
the other parties to these contracts.  However, the Company does not
anticipate nonperformance by the counterparties.

<PAGE>
<PAGE>
NOTE 11--INCOME TAXES:

     The provision for income taxes is comprised of the following:

<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                                             -------------------------------
                                                              1997        1996        1995
                                                             -------     -------     -------
                                                                      (In thousands)
<S>                                                          <C>         <C>         <C>
Current:  Federal                                            $ 3,367     $ 3,712     $ 1,140
          State                                                  758         906         866
Deferred: Federal                                              4,689       5,471       1,438
          State                                                  992       1,043         194
                                                             -------     -------     -------
                                                             $ 9,806     $11,132     $ 3,638
                                                             =======     =======     =======
</TABLE>

     Income taxes paid in 1997, 1996 and 1995 were $2,785,000, $8,909,000,
and $0, respectively.

     A reconciliation of the difference between the provision for
income taxes and income taxes at the statutory U.S. federal income tax
rate is as follows:

<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                                             -------------------------------
                                                              1997        1996        1995
                                                             -------     -------     -------
                                                                      (In thousands)
<S>                                                          <C>         <C>         <C>
Income taxes at the statutory U.S. federal income tax rate   $ 8,785     $ 9,864     $ 3,980
Increase (decrease) in taxes resulting from:
   State taxes, net                                            1,191       1,346         563
   General business credits, net                                (100)                   (679)
   Federal tax credits from nonconventional fuel                                        (700)
   Other, net                                                    (70)        (78)        474
                                                             -------     -------     -------
                                                             $ 9,806     $11,132     $ 3,638
                                                             =======     =======     =======
</TABLE>

<PAGE>
<PAGE>
     Deferred income taxes are provided to reflect temporary
differences in the basis of net assets for income tax and financial
reporting purposes.  The tax effected temporary differences and credit
carryforwards which comprise deferred taxes are as follows:

<TABLE>
<CAPTION>
                                      December 31, 1997                December 31, 1996
                                ------------------------------   -------------------------------
                                 Assets  Liabilities   Total      Assets  Liabilities   Total
                                -------  -----------  --------   -------  ------------  --------
                                        (In thousands)                   (In thousands)
<S>                             <C>       <C>         <C>         <C>       <C>         <C>
Nondeductible accruals for
   uncollectible receivables    $   128               $    128    $   101               $    101
Insurance accruals                  555                    555        373                    373
Insurance settlements               189                    189        213                    213
Other nondeductible accruals                                          208                    208
Other reserves                      546                    546        617                    617
Inventory costs capitalized
   for income tax purposes          198                    198        124                    124
Nondeductible accrual for
   lower of cost or market
   adjustment to inventory        1,184                  1,184
                                -------   --------    --------    -------   --------    --------
      Total current               2,800                  2,800      1,636                  1,636
                                -------   --------    --------    -------   --------    --------
Other nondeductible accruals        428   $   (281)        147      1,114                  1,114
Accelerated plant costs                     (1,348)     (1,348)
Operating lease                               (863)       (863)             $   (938)       (938)
Accelerated depreciation                   (30,465)    (30,465)              (25,717)    (25,717)
Other                                14     (1,658)     (1,644)        27     (1,664)     (1,637)
Tax credit carryforwards          8,286                  8,286      8,136                  8,136
                                -------   --------    --------    -------   --------    --------
      Total noncurrent            8,728    (34,615)    (25,887)     9,277    (28,319)    (19,042)
                                -------   --------    --------    -------   --------    --------
      Total                     $11,528   $(34,615)   $(23,087)   $10,913   $(28,319)   $(17,406)
                                =======   ========    ========    =======   ========    ========
</TABLE>

     At December 31, 1997, the Company had a minimum tax credit
carryforward of approximately $5,485,000 available to offset future
income taxes payable to the extent regular income taxes payable
exceeds alternative minimum taxes payable.  Minimum tax credits can be
carried forward indefinitely.

     At December 31, 1997, the Company also had approximately
$2,801,000 of general business credits available to offset future
regular taxes payable.  Pursuant to Federal income tax law, these
carryover credits must be used before any minimum tax credit carry-
forward can be used.  Of the total general business credit available,
$1,449,000 will expire in 2009, $1,154,000 will expire in 2010,
$98,000 will expire in 2011 and $100,000 will expire in 2012.
<PAGE>
<PAGE>
NOTE 12--EMPLOYEE STOCK OWNERSHIP PLAN:

     The Company and its subsidiaries have an Employee Stock Ownership
Plan ("ESOP") which is a noncontributory defined contribution plan
established primarily to acquire shares of the Company's common stock
for the benefit of all eligible employees.

     At December 31, 1997 and 1996, the ESOP's assets included
1,222,150 and 1,296,088 shares of the Company's common stock,
respectively. All of these shares have been allocated to the
participants. In addition to investments in the Company's common stock,
the ESOP is invested in a balanced mutual fund.

     Contributions to the ESOP are made at the discretion of the
Board of Directors. The Company made contributions of $536,000,
$450,000 and $900,000 to the ESOP for 1997, 1996 and 1995,
respectively. Allocations to participant accounts are made on a
formula based on the ratio that each participant's compensation,
during the Plan year, bears to the compensation of all such
participants.  The Company treats all ESOP shares as outstanding for
earnings per share purposes.



<PAGE>
<PAGE>
NOTE 13--STOCK INCENTIVE PLAN:

     The Company established the 1989 Stock Incentive Plan under which
500,000 shares of the Company's common stock were authorized to be
issued to deserving employees in the form of options and/or restricted
stock. The Plan is administered by the Compensation Committee of the
Board of Directors, but to the extent required under Section 16 of the
Securities Exchange Act of 1934, any transaction between the Company or
the Plan and an executive officer of the Company that involves a grant,
award or other acquisition of the Company's equity securities must be
approved by the Board of Directors.

     In October 1995, the FASB issued SFAS No. 123 "Accounting for
Stock Based Compensation." The Company has determined that it will not
change to the fair value method prescribed in the Statement and will
continue to use Accounting Principles Board Opinion No. 25 for
measurement and recognition of employee stock based compensation.

     The following summarizes stock option transactions:

<TABLE>
<CAPTION>
                                                    WEIGHTED
                                                    AVERAGE
                                                    EXERCISE
Options outstanding at                    SHARES     PRICE
----------------------                   --------   --------
<S>                                      <C>         <C>
January 1, 1995                          312,357     $8.13
  Exercised                               (1,000)     7.75
  Forfeited                               (5,000)     7.75
                                         -------
December 31, 1995                        306,357      8.14
  Exercised                              (32,750)     6.61
  Forfeited                               (6,600)     6.39
                                         -------
December 31, 1996                        267,007      8.37
  Exercised                              (11,000)     7.52
                                         -------
December 31, 1997                        256,007     $8.40
                                         =======
Options exercisable at December 31:
  1997                                   256,007     $8.40
  1996                                   256,573      8.44
  1995                                   222,973      8.29

</TABLE>

<PAGE>
<PAGE>
     The following summarizes information about stock options
outstanding at December 31, 1997:

<TABLE>
<CAPTION>
                   OPTIONS OUTSTANDING AND EXERCISABLE
                 ----------------------------------------
                                   WEIGHTED
                                   AVERAGE       WEIGHTED
                                  REMAINING      AVERAGE
    EXERCISE       NUMBER        CONTRACTUAL     EXERCISE
     PRICES      OUTSTANDING        LIFE          PRICE
    --------     -----------     -----------     --------
<S> <C>           <C>             <C>             <C>
    $ 8.96        108,857         1.5 Years       $ 8.96
     10.50          5,000         2.6 Years        10.50
     10.63         26,000         3.2 Years        10.63
      5.25         29,400         4.3 Years         5.25
      7.75         76,750         5.3 Years         7.75
      9.81         10,000         6.2 Years         9.81
                  -------
                  256,007         3.3 Years       $ 8.40
                  =======
</TABLE>

     At December 31, 1997, there were 175,401 shares available for
future grants.

     All of the options or restricted stock grants are subject to
forfeiture with vesting ranging from 14% to 33% annually beginning one
year after the date of grant for restricted stock and exercise dates
of stock options. All options were granted at fair market value at the
date of grant and expire on the tenth anniversary of the grant date.





<PAGE>
<PAGE>
NOTE 14--401(k) PLAN:

     In 1993, the Company adopted a 401(k) retirement plan for its
employees.  This plan complements the Company's Employee Stock
Ownership Plan by allowing the employees to invest on a pretax basis
in non-Giant stock investments thus diversifying their retirement
portfolios.  For the years ended December 31, 1997, 1996 and 1995, the
Company had expensed $930,000, $800,000, and $188,000, respectively,
for matching contributions under this plan.

<PAGE>
<PAGE>
NOTE 15--INTEREST, OPERATING LEASES AND RENT EXPENSE:

     Interest paid and capitalized for 1997 was $13,075,000 and
$333,000, for 1996 was $12,804,000 and $43,000, and for 1995 was
$11,833,000 and $190,000, respectively.

     The Company is committed to annual minimum rentals under
noncancelable operating leases that have initial or remaining lease
terms in excess of one year as of December 31, 1997 as follows:

<TABLE>
<CAPTION>
                                        Land, building, machinery
                                          and equipment leases
                                        -------------------------
                                             (In thousands)
<S>                                               <C>
1998                                              $2,091
1999                                               1,728
2000                                               1,131
2001                                                 348
2002                                                 171
All years thereafter                                 149
                                                  ------
     Total minimum payments required              $5,618
                                                  ======
</TABLE>

     Total rent expense was $3,354,000, $1,930,000, and $1,982,000
for 1997, 1996, and 1995, respectively.

<PAGE>
<PAGE>
NOTE 16--COMMITMENTS AND CONTINGENCIES:

     The Company and certain subsidiaries are defendants to various
legal actions. Certain of these pending legal actions involve or may
involve claims for compensatory, punitive or other damages. Litigation
is subject to many uncertainties and it is possible that some of these
legal actions, proceedings or claims could be decided adversely.
Although the amount of liability at December 31, 1997 with respect to
these matters is not ascertainable, the Company believes that any
resulting liability should not materially affect the Company's
financial condition or results of operations.

     Federal, state and local laws and regulations relating to health
and the environment affect nearly all of the operations of the
Company. As is the case with all companies engaged in similar
industries, the Company faces significant exposure from actual or
potential claims and lawsuits involving environmental matters. These
matters include soil and water contamination, air pollution and
personal injuries or property damage allegedly caused by substances
manufactured, handled, used, released or disposed of by the Company.
Future expenditures related to health and environmental matters
cannot be reasonably quantified in many circumstances due to the
speculative nature of remediation and clean-up cost estimates and
methods, imprecise and conflicting data regarding the hazardous
nature of various types of substances, the number of other
potentially responsible parties involved, various defenses which may
be available to the Company and changing environmental laws and
interpretations of environmental laws.

     The United States Environmental Protection Agency notified the
Company in May 1991 that it may be a potentially responsible party
for the release or threatened release of hazardous substances,
pollutants, or contaminants at the Lee Acres Landfill (the "Landfill"),
which is owned by the United States Bureau of Land Management (the
"BLM") and which is adjacent to the Company's Farmington refinery.
This refinery was operated until 1982. Although a final plan of action
for the Landfill has not yet been adopted by the BLM, the BLM has
developed a proposed plan of action, which it projects will cost
approximately $3,900,000 to implement. This cost projection is based
on certain assumptions which may or may not prove to be correct, and
is contingent on confirmation that the remedial actions, once
implemented, are adequately addressing Landfill contamination. For
example, if assumptions regarding groundwater mobility and
contamination levels are incorrect, the BLM is proposing to take
additional remedial actions with an estimated cost of approximately
$1,800,000. Potentially responsible party liability is joint and
several, such that a responsible party may be liable for all of the
clean-up costs at a site even though it was responsible for only a
small part of such costs. Based on current information, the Company
does not believe it needs to record a liability in relation to the
BLM's proposed plan.

     The Company has established an environmental liability accrual
of approximately $2,800,000. Approximately $800,000 relates to
ongoing environmental projects, including the remediation of a
hydrocarbon plume at the Company's Farmington refinery and
hydrocarbon contamination on and adjacent to 5.5 acres the Company
owns in Bloomfield, New Mexico. The remaining amount of approximately
$2,000,000 relates to an original estimate of approximately
$2,300,000, recorded in the second quarter of 1996, of certain
environmental obligations assumed in the acquisition of the
Bloomfield refinery. The environmental accrual is recorded in the
current and long-term sections of the Company's Consolidated Balance
Sheet.

     The Company has received several tax notifications and assessments
from the Navajo Tribe relating to crude oil and natural gas removed
from properties located outside the boundaries of the Navajo Indian
Reservation in an area of disputed jurisdiction, including a $1,800,000
severance tax assessment issued in November 1991. The Company has
invoked its appeal rights with the Tribe's Tax Commission in connection
with this assessment and intends to oppose the assessment. It is the
Company's position that it is in substantial compliance with laws
applicable to the disputed area and, therefore, the Company has accrued a
liability in regards thereto for substantially less than the amount of
the original assessment. It is possible that the Company's assessments
will have to be litigated by the Company before final resolution. In
addition, the Company may receive further tax assessments.



<PAGE>
<PAGE>
NOTE 17--QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

<TABLE>
<CAPTION>
                                                              Year Ended December 31, 1997
                                                       ----------------------------------------
                                                                        Quarter
                                                       ----------------------------------------
                                                        First   Second(1)   Third(1)  Fourth(1)
                                                       -------  ---------   --------  ---------
                                                        (In thousands except per share data)
<S>                                                    <C>       <C>       <C>       <C>
Continuing Operations:
  Net revenues                                         $116,138  $154,123  $197,358  $189,659
  Cost of products sold                                  86,588   112,057   146,333   142,770
                                                       --------  --------  --------  --------
  Gross margin                                           29,550    42,066    51,025    46,889
                                                       --------  --------  --------  --------
  Operating expenses                                     15,822    18,307    25,037    26,011
  Depreciation and amortization                           5,005     5,566     6,834     6,586
  Selling, general and administrative expenses            4,448     5,360     3,474     5,974
  Net earnings                                            1,124     5,675     6,596     1,899
  Net earnings per common share - basic                $   0.10  $   0.51  $   0.60  $   0.17
  Net earnings per common share - assuming dilution    $   0.10  $   0.51  $   0.59  $   0.17

</TABLE>

<TABLE>
<CAPTION>
                                                            Year Ended December 31, 1996
                                                       --------------------------------------
                                                                      Quarter
                                                       --------------------------------------
                                                        First    Second     Third     Fourth
                                                       -------   -------   -------   --------
                                                        (In thousands except per share data)
<S>                                                    <C>       <C>       <C>       <C>
Continuing Operations:
  Net revenues                                         $104,100  $135,643  $136,032  $123,409
  Cost of products sold                                  73,960    92,718   100,567    94,619
                                                       --------  --------  --------  --------
  Gross margin                                           30,140    42,925    35,465    28,790
                                                       --------  --------  --------  --------
  Operating expenses                                     15,408    15,869    16,141    16,897
  Depreciation and amortization                           4,096     4,285     4,508     4,784
  Selling, general and administrative expenses            3,595     5,447     3,423     3,137
  Net earnings                                            2,325     8,693     5,283       750
  Net earnings per common share - basic                $   0.21  $   0.77  $   0.47  $   0.07
  Net earnings per common share - assuming dilution    $   0.21  $   0.76  $   0.46  $   0.07

Discontinued Operations:
  Net earnings (loss)                                  $     79  $    (72) $    (20)
  Net earnings (loss) per common share - basic         $      -  $      -  $      -

</TABLE>

(1) The results of operations of the Acquisitions are included from the
    date of purchase. (See Note 3.)



<PAGE>
<PAGE>
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.

     Not applicable.


<PAGE>
<PAGE>
                         PART III


     Certain information required by Part III is omitted from
this Report by virtue of the fact that the Registrant will file
with the Securities and Exchange Commission a definitive proxy
statement relating to the Company's Annual Meeting of
Stockholders to be held May 8, 1998 pursuant to Regulation 14A
(the "Proxy Statement") not later than 120 days after the end of
the fiscal year covered by this Report, and certain information
to be included therein is incorporated herein by reference.  The
Company expects to disseminate the Proxy Statement to
stockholders on or about March 30, 1998.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information concerning the Company's directors required
by this Item is incorporated by reference to the information
contained in the Proxy Statement under the caption "Election of
Directors".

     The information concerning the Company's executive officers
required by this Item is incorporated by reference to the section
in Part I, Item 4 hereof entitled "Executive Officers of the
Registrant".

     The information concerning compliance with Section 16(a) of
the Exchange Act required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance".

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the captions "Election of Directors", "Executive
Compensation", "Compensation Committee Report on Executive
Compensation" and "Compensation Committee Interlocks and Insider
Participation".

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The information required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the captions "Election of Directors" and "Security
Ownership of Certain Beneficial Owners and Management".

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the captions "Compensation Committee Interlocks and Insider
Participation" and "Certain Transactions".




<PAGE>
<PAGE>
                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

      (a)(1)    The following financial statements are included
                in Item 8:

          (i)   Independent Auditors' Report

          (ii)  Consolidated Balance Sheets - December 31, 1997
                and 1996

          (iii) Consolidated Statements of Earnings - Years
                ended December 31, 1997, 1996 and 1995

          (iv)  Consolidated Statements of Stockholders' Equity
                - Years ended December 31, 1997, 1996 and 1995

          (v)   Consolidated Statements of Cash Flows - Years
                ended December 31, 1997, 1996 and 1995

          (vi)  Notes to Consolidated Financial Statements

         (2)  Financial Statement Schedule.  The following financial
statement schedule of Giant Industries, Inc. for the years ended
December 31, 1997, 1996 and 1995 is filed as part of this Report
and should be read in conjunction with the Consolidated Financial
Statements of Giant Industries, Inc.

          Independent Auditors' Report on Schedule  . . . . . S-1

          Schedule II - Valuation and Qualifying Accounts . . S-2

          Schedules not listed above have been omitted because
they are not applicable or are not required or because the
information required to be set forth therein is included in the
Consolidated Financial Statements or Notes thereto.

         (3)  Exhibits.  The Exhibits listed on the accompanying
Index to Exhibits immediately following the financial statement
schedule are filed as part of, or incorporated by reference
into, this Report.

        Contracts with management and any compensatory plans or
arrangements relating to management are as follows:

Exhibit
   No.                   Description
-------                  -----------
10.1   1989 Stock Incentive Plan of the Registrant.
       Incorporated  by reference to Exhibit 10.1 to the
       Company's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1989, File No. 1-10398.

10.2   Amendment No. 1 dated August 14, 1996, to 1989 Stock
       Incentive Plan.  Incorporated by reference to Exhibit 10 to
       the Company's Report on Form 10-Q for the quarter ended
       September 30, 1996, File No. 1-10398.

10.6   ESOP Substitute Excess Deferred Compensation Benefit
       Plan.  Incorporated by reference to Exhibit 10.8 to the
       Company's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1992, File No. 1-10398.

10.7   Amended 1988 Restricted Stock Plan of Registrant.
       Incorporated by reference to Exhibit 10.3 to Form S-1.

10.8   1989 Stock Option Plan of Registrant.  Incorporated by
       reference to Exhibit 10.4 to Form S-1.

10.23  Employment Agreement, dated as of December 11, 1997,
       between James E. Acridge and the Company.

10.24  Employment Agreement, dated as of December 11, 1997,
       between Fredric L. Holliger and the Company.

10.25  Employment Agreement, dated as of December 11, 1997,
       between Morgan Gust and the Company.

10.28  Giant Industries, Inc. and Affiliated Companies 401(k)
       Plan.  Incorporated by reference to Exhibit 10.46 to
       Amendment No. 2 to the Form S-3 Registration Statement
       under the Securities Act of 1933 as filed November 12,
       1993, File No. 33-69252.

10.29  First Amendment of the Giant Industries, Inc. and Affiliated
       Companies 401(k) Plan, dated October 17, 1996. Incorporated
       by reference to Exhibit 10.30 to the Company's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1996,
       File No. 1-10398.

10.30  Second Amendment to the Giant Industries, Inc. and
       Affiliated Companies 401(k) Plan, dated December 31, 1997.

10.31  Giant Industries, Inc., 1998 Phantom Stock Plan.
_________________________________

     Form S-1--Refers to the Form S-1 Registration Statement
under the Securities Act of 1933 as filed October 16, 1989, File
No. 33-31584.

      (b) Reports on Form 8-K. No reports on Form 8-K were filed
by the Company during the fourth quarter of the fiscal year ended
December 31, 1997.
<PAGE>
<PAGE>
                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              GIANT INDUSTRIES, INC.


                              By:  /s/ James E. Acridge
                                 ------------------------------
                                 James E. Acridge
                                 Chairman of the Board, President
                                 and Chief Executive Officer

March 27, 1998

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.


/s/  James E. Acridge
---------------------------------------
James E. Acridge, Chairman of the Board,
President, Chief Executive Officer
and Director

March 27, 1998


/s/  A. Wayne Davenport
---------------------------------------
A. Wayne Davenport
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

March 27, 1998


/s/  Fredric L. Holliger
---------------------------------------
Fredric L. Holliger, Executive Vice President,
Chief Operating Officer and Director.

March 27, 1998


<PAGE>
<PAGE>
/s/  Anthony J. Bernitsky
---------------------------------------
Anthony J. Bernitsky, Director

March 27, 1998


/s/  F. Michael Geddes
---------------------------------------
F. Michael Geddes, Director

March 27, 1998


/s/  Harry S. Howard, Jr.
---------------------------------------
Harry S. Howard, Jr., Director

March 27, 1998


/s/  Richard T. Kalen, Jr.
---------------------------------------
Richard T. Kalen, Jr., Director

March 27, 1998


<PAGE>
<PAGE>
                     INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Giant Industries, Inc.
Scottsdale, Arizona


We have audited the consolidated financial statements of Giant
Industries, Inc. and subsidiaries (the "Company") as of December 31,
1997 and 1996, and for each of the three years in the period ended
December 31, 1997, and have issued our report thereon dated March 2,
1998; such financial statements and report are included elsewhere in
this Form 10-K. Our audits also included the consolidated financial
statement schedule of the Company listed in Item 14. This consolidated
financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our
audits.  In our opinion, such consolidated financial statement schedule,
when considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the information
set forth therein.




DELOITTE & TOUCHE LLP

Phoenix, Arizona
March 2, 1998


                              S-1

<PAGE>
<PAGE>
<TABLE>
                                                                                     SCHEDULE II
                                GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                                   Valuation and Qualifying Accounts
                                  Three years ended December 31, 1997
                                            (In thousands)
<CAPTION>

                                                        Charged
                                      Balance at      (credited)                        Balance
                                       beginning       to costs                         at end
                                       of period     and expenses       Deduction(b)   of period
                                      ----------     ------------       ---------      ---------
<S>                                      <C>            <C>              <C>             <C>
Year ended December 31, 1997:
   Allowance for doubtful accounts       $254           $281             $ (71)          $464
                                         ====           ====             =====           ====

Year ended December 31, 1996:
   Allowance for doubtful accounts       $424           $(30)(a)         $(140)          $254
                                         ====           ====             =====           ====

Year ended December 31, 1995:
   Allowance for doubtful accounts       $546           $(82)(a)         $ (40)          $424
                                         ====           ====             =====           ====


(a) Includes adjustments of $100,000 and $162,000 in 1996 and 1995,
    respectively, credited to costs and expenses to revise the Company's
    estimated Allowance for Doubtful Accounts.

(b) Deductions are specific trade accounts determined to be uncollectible.


                                                S-2
</TABLE>
<PAGE>
<PAGE>
                       GIANT INDUSTRIES, INC.
                     ANNUAL REPORT ON FORM 10-K
                    YEAR ENDED DECEMBER 31, 1997

                          INDEX TO EXHIBITS
Definitions:

     Form S-1--Refers to the Form S-1 Registration Statement under the
Securities Act of 1933 as filed October 16, 1989, File No. 33-31584.

     Amendment No. 2--Refers to the Amendment No. 2 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
November 20, 1989, File No. 33-31584.

     Amendment No. 3--Refers to the Amendment No. 3 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
December 12, 1989, File No. 33-31584.

     Form S-3--Refers to the Form S-3 Registration Statement under the
Securities Act of 1933 as filed September 22, 1993, File No. 33-69252.

Exhibit No.                      Description
-----------                      -----------
 2.1*     Purchase and Sale Agreement, dated August 8, 1995, among
          Bloomfield Refining Company and Gary-Williams Energy
          Corporation, as Sellers, and Giant Industries Arizona,
          Inc., as Buyer.  Incorporated by reference to Exhibit 2.1
          to the Company's Report on Form 8-K for the period October
          4, 1995, File No. 1-10398.

 2.2      First Amendment, dated September 29, 1995, to Purchase and
          Sale Agreement, dated August 8, 1995, among Bloomfield
          Refining Company and Gary-Williams Energy Corporation, as
          Sellers, and Giant Industries Arizona, Inc. as Buyer.
          Incorporated by reference to Exhibit 2.2 to the Company's
          Report on Form 8-K for the period October 4, 1995, File
          No. 1-10398.

 2.3      Second Amendment, dated October 2, 1995, to Purchase and
          Sale Agreement, dated August 8, 1995, among Bloomfield
          Refining Company and Gary-Williams Energy Corporation, as
          Sellers, and Giant Industries Arizona, Inc. as Buyer.
          Incorporated by reference to Exhibit 2.3 to the Company's
          Report on Form 8-K for the period October 4, 1995, File
          No. 1-10398.

 2.4      Definitive Agreement, dated April 18, 1997, by and between
          Giant Four Corners, Inc., as "Buyer", and Thriftway
          Marketing Corp. and Clayton Investment Company, collectively,
          as "Seller". Incorporated by reference to Exhibit 2.1 to the
          Company's Report on Form 8-K for the period May 28, 1997,
          File No. 1-10398.

 2.5      Stock Purchase Agreement, dated April 30, 1997, by
          and among Phoenix Fuel Co., Inc., (the "Company",
          J. W. Wilhoit, as Trustee of the Wilhoit Trust
          Agreement Dated 12/26/74, Katherine C. Lahowetz,
          as Trustee of the Theresa Ann Wilhoit Grantor
          Retained Annuity Trust Dated 4/4/97,  Katherine C.
          Lahowetz, and  Katherine C. Lahowetz, as Custodian
          for the Benefit of Emily Lahowetz, a minor
          (collectively, the "Shareholders") and Giant
          Industries Arizona, Inc., (the "Purchaser"). Incorporated
          by reference to Exhibit 2.1 to the Company's Report on
          Form 8-K for the period June 3, 1997, File No. 1-10398.

 3.1      Restated Certificate of Incorporation of the Giant
          Industries, Inc., a Delaware corporation (the "Company").
          Incorporated by reference to Exhibit 3.1 to Amendment No. 3.

 3.2      Bylaws of the Company, as amended.  Incorporated by
          reference to Exhibit 3.2 to Amendment No. 3.

 3.3      Articles of Incorporation of Giant Exploration & Production
          Company, a Texas corporation ("Giant Exploration"), formerly
          Hixon Acquisition Corp. Incorporated by reference to Exhibit
          2.1, Annex III to Form S-1.

 3.4      Bylaws of Giant Exploration.  Incorporated by reference to
          Exhibit 2.1, Annex IV to Form S-1.

 3.5      Articles of Incorporation of Giant Industries Arizona, Inc.,
          an Arizona corporation ("Giant Arizona") formerly Giant
          Acquisition Corp. Incorporated by reference to Exhibit 2.1,
          Annex V to Form S-1.

 3.6      Bylaws of Giant Arizona.  Incorporated by reference to
          Exhibit 2.1, Annex VI to Form S-1.

 3.7      Articles of Incorporation of Ciniza Production Company.
          Incorporated by reference to Exhibit 3.7 to Form S-3.

 3.8      Bylaws of Ciniza Production Company.  Incorporated by
          reference to Exhibit 3.8 to Form S-3.

 3.9      Articles of Incorporation of Giant Stop-N-Go of New Mexico,
          Inc.  Incorporated by reference to Exhibit 3.9 to Form S-3.

 3.10     Bylaws of Giant Stop-N-Go of New Mexico, Inc.  Incorporated
          by reference to Exhibit 3.10 to Form S-3.

 3.11     Articles of Incorporation of Giant Four Corners, Inc.
          Incorporated by reference to Exhibit 3.11 to Form S-3.

 3.12     Bylaws of Giant Four Corners, Inc.   Incorporated by
          reference to Exhibit 3.12 to Form S-3.

 3.13     Articles of Incorporation of Giant Mid-Continent, Inc.
          Incorporated by reference to Exhibit 3.13 to the Company's
          Report on Form 10-K for fiscal year ended December 31,
          1994, File No. 1-10398.

 3.14     Bylaws of Giant Mid-Continent, Inc.  Incorporated by
          reference to Exhibit 3.14 to the Company's Report on Form
          10-K for fiscal year ended December 31, 1994, File No.
          1-10398.

 3.15     Articles of Incorporation of San Juan Refining Company.
          Incorporated by reference to Exhibit 3.15 to the Company's
          Report on Form 10-K for fiscal year ended December 31,
          1995, File No. 1-10398.

 3.16     Bylaws of San Juan Refining Company. Incorporated by
          reference to Exhibit 3.16 to the Company's Report on
          Form 10-K for fiscal year ended December 31, 1995,
          File No. 1-10398.

 3.17**   Articles of Incorporation of Phoenix Fuel Co., Inc.

 3.18**   Amended Bylaws of Phoenix Fuel Co., Inc.

 4.1      Indenture, dated as of November 29, 1993 among the Company,
          as Issuer, the  Subsidiary Guarantors, as guarantors, and
          NBD Bank, National Association, as Trustee, relating to
          $100,000,000 of 9 3/4% Senior Subordinated Notes due 2003.
          Incorporated by reference to Exhibit 4.1 to the Company's
          Current Report on Form 8-K dated November 29, 1993, File
          No. 1-10398.

 4.2      Credit Agreement, dated October 4, 1995, among Giant
          Industries, Inc., as Borrower, Giant Industries Arizona,
          Inc., Ciniza Production Company, San Juan Refining Company,
          Giant Exploration & Production Company and Giant Four
          Corners, Inc., as Guarantors and Bank of America National
          Trust and Savings Association, as Agent, Bank of America
          Illinois, as a Bank and as Letter of Credit Issuing Bank
          and the Other Financial Institutions Parties hereto.
          Incorporated by reference to Exhibit 4.1 to the Company's
          Report on Form 8-K for the period October 4, 1995,
          File No. 1-10398.

 4.3      First Amendment, dated May 15, 1996, to Credit Agreement,
          dated October 4, 1995, among Giant Industries, Inc., as
          Borrower, Giant Industries Arizona, Inc., Giant Exploration
          & Production Company, Giant Four Corners, Inc., San Juan
          Refining Company  and Ciniza Production Company, as
          Guarantors, and Bank of America National Trust and Savings
          Association, as Agent, Bank of America Illinois, as issuing
          Bank and as a Bank, NBD Bank as a Bank, and  Union Bank, as a
          Bank. Incorporated by reference to Exhibit 4.2 to the Company's
          Report on Form 8-K for the period May 28, 1997, File No. 1-10398.

 4.4      Second Amendment, dated May 23, 1997, to Credit Agreement,
          dated October 4, 1995, among Giant Industries, Inc., as
          Borrower, Giant Industries Arizona, Inc., Giant Exploration
          & Production Company,  San Juan Refining Company, Giant Four
          Corners, Inc. and Ciniza Production Company, as Guarantors,
          and Bank of America National Trust and Savings Association,
          as Agent, Bank of America Illinois, as issuing Bank and as a
          Bank, First National Bank of Chicago (successor to NBD Bank,
          by assignment), as a Bank, and Union Bank of California, N.A.
          (formerly known as Union Bank), as a Bank. Incorporated by
          reference to Exhibit 4.3 to the Company's Report on Form 8-K
          for the period May 28, 1997, File No. 1-10398.

 10.1     1989 Stock Incentive Plan of the Company.  Incorporated by
          reference to Exhibit 10.1 to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1989,
          File No. 1-10398.

 10.2     Amendment No. 1 dated August 14, 1996, to 1989 Stock
          Incentive Plan.  Incorporated by reference to Exhibit 10 to
          the Company's Report on Form 10-Q for the quarter ended
          September 30, 1996, File No. 1-10398.

 10.3     Employee Stock Ownership Plan and Trust Agreement of the
          Company, as amended.  Incorporated by reference to Exhibit
          10.1 of the Company's Report on Form 10-Q for the quarter
          ended September 30, 1994, File No. 1-10398.

 10.4     Ninth Amendment of the Employee Stock Ownership Plan and
          Trust Agreement of Giant Industries, Inc. And Affiliated
          Companies dated October 1, 1996. Incorporated by reference
          to Exhibit 10.4 to the Company's Annual Report on Form
          10-K for the fiscal year ended December 31, 1996, File
          No. 1-10398.

 10.5**   Tenth Amendment of the Employee Stock Ownership Plan and
          Trust Agreement of Giant Industries, Inc. and Affiliated
          Companies dated December 15, 1997.

 10.6     ESOP Substitute Excess Deferred Compensation Benefit Plan.
          Incorporated by reference to Exhibit 10.8 to the Company's
          Annual Report on Form 10-K for the fiscal year ended
          December 31, 1992, File 1-10398.

 10.7     Amended 1988 Restricted Stock Plan of the Company.
          Incorporated by reference to Exhibit 10.3 Form S-1.

 10.8     1989 Stock Option Plan of the Company.  Incorporated by
          reference to Exhibit 10.4 to Form S-1.

 10.9     Purchase Agreement, dated November 29, 1990, between Giant
          Arizona and Prime Pinnacle Peak Properties Limited
          Partnership.  Incorporated by reference to Exhibit 10.16 of
          the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-10398.

 10.10    Escrow Instructions, dated January 7, 1991, between Prime
          Pinnacle Peak Properties Limited Partnership and Giant
          Arizona.  Incorporated by reference to Exhibit 10.17 of the
          Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-10398.

 10.11    Agreement for Leasing of Service Station Site, dated
          March 1, 1991, between Giant Arizona and Prime Pinnacle Peak
          Properties Limited Partnership.  Incorporated by reference
          to Exhibit 10.18 of the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1990, File
          No. 1-10398.

 10.12    First Amendment to Agreement for Leasing of Service Station
          Site, dated March 1, 1991, between Giant Arizona and Prime
          Pinnacle Peak Properties Limited Partnership.  Incorporated
          by reference to Exhibit 10.18 to the Company's Annual Report
          on Form 10-K for the fiscal year ended December 31, 1992,
          File 1-10398.

 10.13    Aircraft Lease Purchase Agreement, dated as of June 21,
          1991, between Metlife Capital Corporation and the Company.
          Incorporated by reference to Exhibit 10.1 to the Company's
          Report on Form 10-Q for the quarter ended June 30, 1991,
          File No. 1-10398.

 10.14    Promissory Note for $600,000, dated December 1, 1988, from
          JEA to Metlife Capital Corporation ("Metlife").
          Incorporated by reference to Exhibit 10.38 to Form S-1.

 10.15    Promissory Note for $825,000, dated December 20, 1988, from
          JEA to Metlife.  Incorporated by reference to Exhibit 10.39
          to Form S-1.

 10.16    Promissory Note for $750,000, dated December 28, 1987, from
          JEA to Metlife.  Incorporated by reference to Exhibit 10.40
          to Form S-1.

 10.17    Promissory Note for $1,087,500, dated December 30, 1988,
          from JEA to Metlife.  Incorporated by reference to Exhibit
          10.44 to Form S-1.

 10.18*   Sales Agreement, dated June 6, 1989, between Giant Arizona
          and Mobil Oil Corporation.  Incorporated by reference to
          Exhibit 10.47 to Amendment No. 2.

 10.19*   Amendment, dated April 20, 1990, to Sales Agreement, dated
          June 6, 1989, between Giant Arizona and Mobil Oil
          Corporation.  Incorporated by reference to Exhibit 10.51 of
          the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-10398.

 10.20*   Crude Oil and Condensate Sales and Purchase Agreement, dated
          August 1, 1994, between Meridian Oil Trading Inc. (Seller)
          and Giant Refining Company, a division of Giant Industries
          Arizona, Inc. (Buyer).  Incorporated by reference to Exhibit
          10.27 to the Company's Report on Form 10-K for fiscal year
          ended December 31, 1994, File No. 1-10398.

 10.21*   Natural Gas Liquids Sales and Purchase Agreement, dated
          October 27, 1994, between Meridian Oil Hydrocarbons Inc.
          and Giant Refining Company, a division of Giant Industries
          Arizona, Inc.  Incorporated by reference to Exhibit 10.28 to
          the Company's Report on Form 10-K for fiscal year ended
          December 31, 1994, File No. 1-10398.

 10.22*   Natural Gasoline Purchase and Sale Agreement, dated
          September 1, 1990, between Sunterra Gas Processing Company
          and Giant Arizona.  Incorporated by reference to Exhibit
          10.57 of the Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1990, File No. 1-10398.

 10.23**  Employment Agreement, dated as of December 11, 1997, between
          James E. Acridge and the Company.

 10.24**  Employment Agreement, dated as of December 11, 1997, between
          Fredric L. Holliger and the Company.

 10.25**  Employment Agreement, dated as of December 11, 1997, between
          Morgan Gust and the Company.

 10.26    Consulting Agreement, dated January 1, 1990, between the
          Company and Kalen and Associates.  Incorporated by reference
          to Exhibit 10.66 of the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1990, File
          No. 1-10398.

 10.27    Consulting Agreement, dated March 12, 1992, between the
          Company and Geddes and Company.  Incorporated by reference
          to Exhibit 10.1 to the Company's Report on Form 10-Q for the
          quarter ended June 30, 1992, File No. 1-10398.

 10.28    Giant Industries, Inc. and Affiliated Companies 401(k) Plan.
          Incorporated by reference to Exhibit 10.46 to Amendment No.
          2 to the Form S-3 Registration Statement under the Securities
          Act of 1933 as filed November 12, 1993, File No. 33-69252.

 10.29    First Amendment of the Giant Industries, Inc. and Affiliated
          Companies 401(k) Plan, dated October 17, 1996. Incorporated
          by reference to Exhibit 10.30 to the Company's Annual Report
          on Form 10-K for the fiscal year ended December 31, 1996,
          File No. 1-10398.

 10.30**  Second Amendment to the Giant Industries, Inc. and Affiliated
          Companies 401(k) Plan, dated December 31, 1997.

 10.31**  Giant Industries, Inc., 1998 Phantom Stock Plan.

 18.1     Letter regarding change in accounting principles.
          Incorporated by reference to Exhibit 18.1 of the Company's
          Annual Report on Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-10398.

 21.1 **  Subsidiaries of the Company.

 23.1 **  Consent of Deloitte & Touche LLP to incorporate reports in
          previously filed Registration Statement.

 27.1 **  Financial Data Schedule for fiscal year ended December 31,
          1997.

 27.2 **  Financial Data Schedules, restated, for fiscal years ended
          December 31, 1995 and 1996 and for the quarters ended March 31,
          1996, June 30, 1996, and September 30, 1996.

 27.3 **  Financial Data Schedules, restated, for the quarters ended
          March 31, 1997, June 30, 1997, and September 30, 1997.

 99.1 **  Information required by Rule 15d-21 under the Securities Act
          of 1934 for the year ended December 31, 1997 for the Giant
          Industries, Inc. and Affiliated Companies Employee Stock
          Ownership Plan.

  *Certain information contained in these documents has been afforded
   confidential treatment.
 **Filed herewith.